As filed with
the U.S. Securities and Exchange Commission on January 8, 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
ITHAX Acquisition
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) |
555 Madison Avenue
Suite 11A
New York, NY 10022
Telephone: (212) 792-0253
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Orestes Fintiklis
Chief Executive Officer
555 Madison Avenue
Suite 11A
New York, NY 10022
Telephone: (212) 792-0253
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
|
Ari Edelman, Esq.
Panos Katsambas, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 521-5400 |
|
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 370-1300 |
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 filer |
¨ |
Accelerated filer |
¨ |
| |
|
|
|
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| |
|
|
|
| |
|
Emerging growth company |
x |
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, $0.001 par value, and one-half of one redeemable warrant(2) | |
| 20,125,000 | | |
$ | 10.00 | | |
$ | 201,250,000 | | |
$ | 21,956.38 | |
| Class A ordinary shares included as part of the units(3) | |
| 20,125,000 | | |
| — | | |
| — | | |
| — | |
| Redeemable warrants included as part of the units(4) | |
| 10,062,500 | | |
| — | | |
| — | | |
| — | |
| Total | |
| | | |
| | | |
$ | 201,250,000 | | |
$ | 21,956.38 | |
| (1) | Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(o). |
| (2) | Includes 2,625,000 units, consisting of 2,625,000
Class A ordinary shares and 1,312,500 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, there are also being registered
an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share
consolidations, share capitalizations 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 of 1933, as amended, 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.
| Preliminary
Prospectus |
|
Subject
to Completion, dated [______] |
$175,000,000
ITHAX Acquisition Corp.
17,500,000 Units
ITHAX Acquisition Corp. is a blank check
company incorporated 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, which we refer to throughout
this prospectus as our initial 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.
This is an initial public offering of our
securities. Each unit has an offering price of $10.00 and consists of one of our Class A ordinary shares 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 provided herein. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business
combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business
combination or earlier upon redemption or our liquidation, as described herein. We have also granted the underwriters a 45-day
option to purchase up to an additional 2,625,000 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 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 (which interest
shall be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold
as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described
herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable) divided by the number of then issued and outstanding public shares, subject to applicable law and as further described
herein.
Our sponsor, ITHAX Acquisition
Sponsor LLC, a Delaware limited liability company, and Cantor Fitzgerald & Co., the representative of the underwriters, which
we refer to as Cantor, have committed to purchase an aggregate of 587,500 units at a price of $10.00 per unit ($5,875,000 in the
aggregate) in a private placement that will close simultaneously with the closing of this offering. The terms of the private placement
units are identical to those of the public units, except as described below in this prospectus. We refer to these units throughout
this prospectus as the private placement units. Each private placement unit consists of one Class A ordinary share and one-half
of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share,
subject to adjustment as provided herein.
Our initial stockholders, which include
our sponsor, own an aggregate of 5,031,250 Class B ordinary shares, up to 656,250 of which will be surrendered to us for no
consideration after the closing of this offering 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 the adjustments described herein. Prior to our initial business combination, only holders of
Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary
shares will not be entitled to vote on the appointment of directors during such time. On any other matters submitted to a vote
of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together
as a single class, except as required by law.
Prior to this offering, there has been
no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on The Nasdaq Capital
Market, or the Nasdaq, under the symbol “ITHXU” on or promptly after the date of this prospectus. We cannot guarantee
that our securities will be approved for listing on the Nasdaq. We expect that the Class A ordinary shares and warrants comprising
the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us
of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising
the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on the Nasdaq under
the symbols “ITHX” and “ITHXW,” respectively.
We are an “emerging growth company”
under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our
securities involves risks. See “Risk Factors” on page 28. Investors will not be entitled to protections normally
afforded to investors in Rule 419 blank check offerings.
| | |
Price to Public | | |
Underwriting
Discounts and
Commissions(1) | | |
Proceeds, before
expenses, to us | |
| Per Unit | |
$ | 10.00 | | |
$ | 0.60 | | |
$ | 9.40 | |
| Total | |
$ | 175,000,000 | | |
$ | 10,500,000 | | |
$ | 164,500,000 | |
| (1) | Includes $0.35 per
unit, or $6,125,000 in the aggregate payable to Cantor for deferred underwriting commissions,
which will be placed in a trust account located in the United States as described herein.
If the underwriters’ over-allotment option is exercised, $0.55 per over-allotment
option unit, or up to $1,443,750 in the aggregate, will be deposited in the trust account
as deferred underwriting commissions and will only be payable to Cantor upon consummation
of our initial business combination. Does not include certain fees and expenses payable
to the underwriters in connection with this offering. See also “Underwriting”
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 private placement units described in this prospectus, $175,000,000 or $201,250,000 if the underwriters’
over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee. 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 are offering the units
for sale on a firm commitment basis. Delivery of the units will be made on or about ,
2021.
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 invitation, whether directly or indirectly,
may be made to the public in the Cayman Islands to subscribe for our securities.
Sole Book-Running Manager
Cantor
The date of
this prospectus is , 2021
Table of Contents
We have not authorized anyone to provide
any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer
to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
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,
references to:
| · | “amended and restated memorandum and articles of association” are to our amended
and restated memorandum and articles of association; |
| · | “Cantor”
are to Cantor Fitzgerald & Co., the representative of the underwriters; |
| · | “Class A ordinary shares” are to our Class A ordinary shares of par value
$0.001 per share in the share capital of the company; |
| · | “Class B ordinary shares” are to our Class B ordinary shares of par value
$0.001 per share in the share capital of the company; |
| · | “company,” “our company,” “we,” or “us” are
to ITHAX Acquisition Corp., a Cayman Islands exempted company; |
| |
· |
“Companies Act” are to the
Companies Act (2020 Revision) of the Cayman Islands as the same may be amended from time to time; |
| · | “equity-linked securities” are to any securities of our company which are convertible
into or exchangeable or exercisable for, ordinary shares of our company; |
| · | “founder shares” are to our Class B ordinary shares initially purchased by
our sponsor in a private placement prior to this offering and, unless the context otherwise requires, our Class A ordinary
shares issued upon the conversion thereof as provided herein; |
| · | “initial shareholders” are to the holders of our founder shares prior to this offering; |
| · | “letter agreement” refers to the letter agreement, the form of which is filed as
an exhibit to the registration statement of which this prospectus forms a part; |
| · | “management” or our “management team” are to our officers and directors; |
| · | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary
shares; |
| · | “preference shares” are to our preference shares of par value $0.001 per share in
the share capital of the company; |
| · | “private placement shares” are to Class A ordinary shares included in the private
placement units; |
| · | “private
placement units” are to the units issued to our sponsor and Cantor in a private
placement simultaneously with the closing of this offering; |
| · | “private placement warrants” are to the warrants included in the private placement
units; |
| · | “public shares” are to our Class A ordinary shares offered as part of the units
in this offering (whether they are subscribed for in this offering or thereafter in the open market); |
| · | “public shareholders” are to the holders of our public shares; |
| · | “public warrants” are to the redeemable warrants sold as part of the units in this
offering (whether they are subscribed for in this offering or in the open market); |
| · | “sponsor”
are to ITHAX Acquisition Sponsor LLC, a Delaware limited liability company controlled
by Orestes Fintiklis, our Chief Executive Officer and Chairman nominee, and Dimitrios
Athanasopoulos, our Chief Financial Officer, Treasurer, and Director; and |
| · | “warrants” are to our redeemable warrants, which include the public warrants as
well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement
units or their permitted transferees. |
All references in this prospectus to
our shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.
Any conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B
ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. All references in this prospectus
to our share dividends shall take effect as share capitalizations as a matter of Cayman Islands law. 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. Unless we tell you otherwise, the information in this prospectus assumes
that the underwriters will not exercise their over-allotment option. Registered trademarks referred to in this prospectus are the
property of their respective owners.
General
We are a blank check company incorporated
on October 2, 2020, 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, which we refer
to throughout this prospectus as our initial business combination. We have generated no revenues to date and we do not expect
that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected
any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,
directly or indirectly, with any business combination target with respect to an initial business combination with us.
While we may pursue a business combination
target in any business or industry and across any geography, we intend to focus our search on businesses that have an enterprise
value in excess of $600 million, are currently in the leisure, hospitality, travel, and related services sectors, and we expect
have interesting business positioning in the United States, as well as Latin America, the Caribbean and European markets and beyond.
We expect to benefit from the 40 years of combined experience
and in-depth knowhow of our management team in real estate and hospitality investments, asset management and operations, and over
70 years’ combined experience in transaction, finance, and investment advisory experience. Our management team members have
substantial track records, individually and/or through their respective firms, of investing in the sectors that we intend to focus
on, including the acquisition and/or development of over 70 hotels and/or resorts as well as the asset management and operations
of over 280 hotels and/or resorts. Our team has completed hospitality and/or real estate related transactions with an aggregate
value of over $4 billion and additional non-real estate transactions with a combined value of over $29 billion. Moreover, one of
our directors previously raised a combined $325 million in three prior special purpose acquisition companies, or SPACs.
Our management team is led by Orestes
Fintiklis, who serves as our Chief Executive Officer and who will serve as our Chairman of our Board of Directors upon the effectiveness
of the registration statement of which this prospectus is a part. Dimitrios Athanasopoulos serves as our Chief Financial Officer,
Treasurer, and Director. Together, Mr. Fintiklis and Mr. Athanasopoulos have more than 35 years of combined experience
in acquisitions of businesses, corporate finance and advisory across a broad range of industries, across both expansionary and
recessionary market cycles. Mr. Fintiklis and Mr. Athanasopoulos now lead our sponsor, ITHAX Acquisition Sponsor
LLC.
Orestes Fintiklis has more than 15 years of experience in hospitality
investment and asset management and is the Founder and Managing Partner of Ithaca Capital Partners, or Ithaca, a private equity
real estate investment management company. In the past three years alone, Ithaca has acquired and/or asset-managed five hospitality
businesses, including the acquisition of iconic and award-winning hotels such as the JW Marriott Panama and W Hotel Bogota (which,
in 2020, readers of Condé Nast Traveler voted as the fourth best hotel in Latin America and the 10th best hotel in the world).
He oversees all aspects of Ithaca, including sourcing, acquisitions, structuring, strategy, asset management and disposals. Mr.
Fintiklis joined Dolphin Capital Partners in June 2007, and served as a partner from December 2013 to January 2017. Dolphin Capital
Partners raised approximately $600 million of equity since June 2007 and raised and invested a total of approximately $1.1 billion
of equity since December 2005 into multiple hotels and resorts. Prior to that, he was an attorney at Clifford Chance LLC in London
and Brussels from August 2004 to August 2006. Mr. Fintiklis has a bachelor’s degree in law (Jurisprudence)
from Oxford University (England), where he graduated first in his class, and holds a Master’s Degree in Business Administration
with distinction from INSEAD Business School (France). He is a director in multiple hospitality and real estate private companies
and is an active member of Young Presidents Organization, or YPO, a chief executive leadership organization.
Dimitrios Athanasopoulos is a Founding
Partner, Group Managing Director and member of the Executive Committee of AXIA Ventures Group, or AXIA. AXIA is a leading, independent,
privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in Nicosia,
Greece, Athens, New York, London, Milan and Lisbon. Since joining AXIA in December 2008, Mr. Athanasopoulos has been
involved in real estate transactions with an aggregate transaction value of more than $3 billion and non-real estate transactions
with overall value of over $28 billion. From November 2000 to November 2008, he served as an executive in family offices
and prior to that, he worked in the Private Wealth Management divisions of Salomon Smith Barney and Morgan Stanley in New York.
Mr. Athanasopoulos holds a B.B.A. in Finance and Investments from the Zicklin School of Business, Baruch College.
Carlos N. Guimarães will serve
on our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Since 2009,
Mr. Guimarães has served as the Chairman of LAIG Investments, an investment company focused on the energy sector across
Latin America. From July 2007 to February 2009, he was the Chairman and Co-Founder of Invest Tur Brasil, a pioneer in
resort developments in Brazil, which raised $503 million in the public markets and listed on the São Paulo stock exchange
that is now known as the B3. Mr. Guimarães led Invest Tur Brasil’s merger with LA Hotels in 2009, which created
Brazil Hospitality Group (BHG). Within one year of the merger, BHG became the third-largest hotel operator in Brazil with over
5,800 rooms under management. From January 2005 to December 2006, Mr. Guimarães was the Private Sector Coordinator
for the Inter-American Development Bank (IADB), in Washington, D.C., where he was responsible for developing and implementing
the strategic direction for all private sector activities of the IADB Group. Prior to that, from May 2000 to November 2004
he was a Managing Director, Head of Latin America Investment Banking and Senior Client Officer for Citigroup. Mr. Guimarães
received a B.S. in economics from the Federal University of Rio de Janeiro and an M.B.A. from The Wharton School of the University
of Pennsylvania.
George Syllantavos will serve on our board
of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Syllantavos co-founded
in February 2013 and has served since then as the Chief Executive Officer of Nautilus Energy Management Corp. (not affiliated
with Nautilus Offshore Services Inc.), a maritime energy services company involved in maritime project business development and
ship management focusing on the dry-bulk tanker and gas sectors. Mr. Syllantavos also serves as a director of Sevenseas Investment
Fund (Luxembourg-regulated), a maritime assets investment fund. In addition, Mr. Syllantavos serves as the Co-Chief Executive
Officer, Chief Financial Officer, Secretary and Director of Growth Capital Acquisition Corp., a special purpose acquisition company.
Mr. Syllantavos served as co-Chief Executive Officer, Chief Financial Officer, Secretary and Director of Stellar Acquisition
III, Inc. from December 2015 until its business combination in December 2018 with Phunware, Inc. (Nasdaq: PHUN),
a company that provides fully-integrated enterprise cloud platform for mobile, and has served as a director of Phunware, Inc.
since such date. From May 2011 until February 2013, Mr. Syllantavos co-founded and served as Co-Chief Executive
Officer and Chief Financial Officer of Nautilus Marine Acquisition Corp. (Nasdaq: NMAR), or Nautilus Marine, a special purpose
acquisition company that completed an initial public offering on July 16, 2011 and was listed on the Nasdaq. He served as
the Chief Financial Officer of Nautilus Marine’s successor, Nautilus Offshore Services Inc., an offshore service vessel owner,
from February 2013 until April 2014. From May 2005 to November 2007, he served as the Chief Financial Officer,
Secretary, and Director of Star Maritime Acquisition Corp. (AMEX: SEA), and from November 2007 to August 2011, he served
as Chief Financial Officer, Secretary and Director of the successor company, Star Bulk Carriers Corp. (Nasdaq: SBLK), a dry-bulk
ship-owning company. Previously, Mr. Syllantavos held multiple executive, director and leadership roles in the maritime and
shipping, aviation, energy, and telecommunications industries, including serving as a financial advisor to Hellenic Telecommunications
Organization S.A., where he assisted with the company’s listing on the New York Stock Exchange (NYSE: OTE) that raised $1.1
billion. From September 2009 to December 2016, he was the President, Secretary, Treasurer and sole director of BTHC X, Inc.
(OTCBB: BTXI). Mr. Syllantavos has a B.Sc. in Industrial Engineering from Roosevelt University in Chicago and an M.B.A. in
Operations Management, International Finance and Transportation Management from the Kellogg Graduate School of Management
at Northwestern University.
Rahul Vir will serve on our board of directors
upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Vir is a hospitality executive
with a distinguished career overseeing multiple operational facets of more than 260 hotels. He has held various leadership roles
during his 25 years at Marriott International, Inc. (Nasdaq: MAR). Since January 2020, he has served as Vice President
for Owner & Franchise Relations and Marriott Select Brands for the Caribbean and Latin America. From February 2013
to December 2019, he was Area Vice President for the Caribbean and Latin America overseeing hotel portfolios in Central and
South America. Prior to that and at the beginning of his career, Mr. Vir had even more hands-on experience in the travel,
hospitality and leisure sectors, as General Manager of multiple hotels in the United States and Brazil from February 2004
to February 2013.
The past performance of our management
team, Ithaca, and AXIA is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to identify a suitable candidate for our initial business combination. Mr. Syllantavos
and certain members of AXIA’s management team have had management experience with blank check companies. None of our other
officers or directors, Ithaca, nor its respective officers, directors, employees, or affiliates, have had management experience
with blank check companies or special purpose acquisition corporations in the past. You should not rely on their respective historical
records or performance as indicative of our future performance.
Business Strategy
The COVID-19 pandemic has caused severe
disruptions in businesses across the hospitality, travel, and leisure markets and related services sectors. These dislocations
have been more pronounced in the private markets leading to an arbitrage in valuations of comparable entities between public and
private domains. Our initial business combination and value creation strategy will focus on identifying a private company in the
target sectors with a sound business and operating model and prospects, at a valuation that is attractive as compared to publicly-traded
companies in the same target sector.
We believe that businesses in the target
sectors can reap substantial benefits by being publicly listed and/or well capitalized as they can subsequently take advantage
of market conditions in order to expand their businesses through organic growth, further acquisitions and/or sector consolidation.
We will aim to source business combination
opportunities through our management team’s deep and extensive business networks and proprietary channels, including but
not limited to, investors and business owners, operators, financial institutions, board members, executives, lawyers, brokers and
other real estate advisors.
Business Combination Criteria
Consistent with our business strategy,
we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target
businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may
decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and
guidelines.
| · | Risk-adjusted returns arbitrage: We intend to effect a business combination that, based
on historic and estimated future return multiples and other customary metrics, offers a superior risk-adjusted return to those
of comparable publicly-traded companies. |
| · | Target Size: We will focus on target businesses with an enterprise value in excess of $600
million, determined in the sole discretion of our officers and directors according to reasonably-accepted valuation standards and
methodologies. We are confident that businesses of this size typically have a well-established business model, which will avoid
the risks associated with startup or early stage and subscale businesses, while simultaneously possessing significant potential
for growth and value creation. We also believe that through our current relationships and network of our management team, we will
have strong access to businesses of this size. |
| · | Sound business model, competitive advantages and revenues/market share growth potential:
We intend to seek target businesses that benefit from a sound business model and sustainable competitive advantages such as market
and/or cost leadership, branding, barriers to entry and other differentiated elements that allow the target to utilize its unique
advantages and current market conditions to swiftly increase its revenues and market share. We will also seek to identify businesses
that have significant underexploited expansion potential and/or have been underinvested in by prior ownership, and/or embed unrecognized
value characteristics. Our management team has significant experience in delivering growth through cultivating untapped business
opportunities. |
| · | Potential growth through further acquisitions: We will pursue targets whose strategic positioning,
existing sales and operational networks, geography and management teams would allow them to expand quickly through ad-on acquisitions.
Our ability to sources such ad-on opportunities as well as the market dislocations caused by the pandemic will allow the business
combination to serve as a platform for such a rapid expansion. |
| · | Management teams with a proven track record: We intend to seek business combination candidates
with committed, experienced and talented management teams, whose interests are aligned to those of our shareholders. We will target
management teams with track records of past strategic and operational excellence that have been proven to drive both top and bottom
lines. Our own management team shall complement existing management and, where necessary, we may also look to enhance the capabilities
of the target business’s management team by recruiting additional talent through our management team’s network of contacts. |
| · | Leveraging capabilities of our Management Team: We will seek to acquire targets that can
benefit from our management team’s experiences and established network. Our management team has extensive experience in acquiring,
restructuring, asset-managing and growing businesses in the real estate, hospitality, travel and leisure sectors, which we believe
will offer substantial advantages to the business combination. |
| · | Benefit from Being a Public Company: We shall pursue a business combination with a company
that will benefit from being publicly-traded and can effectively utilize the broader access to public profile and capital that
are associated with being a publicly-traded company. |
| · | Strong free cash flow characteristics: We will seek candidates with a history or a path
to strong free cash flow generation. We also intend to focus on combinations that have predictable, defensible and recurring revenue
streams, appropriate cost controls, low working capital requirements and those that present opportunities for revenue growth through
accretive capital investment. |
| · | Capital Structure and working capital: Additional capital investment through a business
combination may benefit potential targets, not only by providing expansion opportunities, but also by recapitalizing existing financial
obligations and optimizing capital structure and working capital cycle. |
| · | Other criteria: In evaluating prospective targets, we may also consider criteria such as
general financial condition, capital requirements, internal structure, corporate governance, the impact of current and future regulations,
licensing and other market and geographic-specific conditions. |
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based 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 a 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 proxy solicitation or tender offer materials, as applicable, that
we would file with the SEC.
Our Business Combination Process
In evaluating a prospective target business,
we expect to conduct a thorough due diligence review which will encompass, among other things, (i) meetings with incumbent
management and their advisors (if applicable); (ii) document reviews; (iii) interviews with various stakeholders, including,
but not limited to, employees, customers and suppliers; (iv) on-site inspection of facilities; and (v) reviewing financial,
operational, legal and other information which will be made available to us.
Our acquisition criteria, due diligence
processes, and value creation methods 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.
Sourcing of Potential Business Combination Targets
We believe that the operational and transactional
experience of our management team and the relationships they have developed as a result of such experience, will provide us with
a substantial number of potential business combination targets. These individuals and entities have developed a broad network of
contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses
and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant
experience in executing transactions under varying economic and financial market conditions. We believe that these networks of
contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition,
we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment
market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.
We are not prohibited from pursuing an
initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or making
the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event
we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm
that our 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. 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 may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties
under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations
that may take priority over their duties to us.
Other Acquisition Considerations
Members of our management team may directly
or indirectly own our ordinary shares or private placement units following this offering, and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently
has, and in the future any of our officers and directors may have additional, fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly,
subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition
opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she
will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented
from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any
director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction
in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any
vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our
officers or directors would materially undermine our ability to complete our business combination.
Our officers and directors are not prohibited
from becoming either a director or officer of any other special purpose acquisition company with a class of securities registered
under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Initial Business Combination
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 the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of
our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to
independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking
to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved
by a majority of our independent directors.
Unless we complete our initial business
combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target
business or businesses, we are not required to obtain an opinion that the price we are paying for a target is fair to our company
from a financial point of view from any of the following: (i) an independent investment banking firm; (ii) another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire; or (iii) from an independent
accounting firm. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors,
which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets,
and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender
offer documents or proxy solicitation materials, as applicable, related to our initial business combination.
We anticipate structuring our initial business
combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity
interests or assets of the target business or businesses. We may, however, structure our initial business combination such that
the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business
combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the
target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively
own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business
combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange
for all of the issued and outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire
a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are
owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what
will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business,
the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed
on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80%
requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination.
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 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 initial business combination.
Corporate Information
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, and as modified by the Jumpstart
Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-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, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 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” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting
company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the end of the prior June 30th,
or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares
held by non-affiliates exceeds $700 million as of the prior June 30th.
Exempted companies are Cayman Islands companies wishing to conduct
business 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 and received a tax exemption undertaking from the Financial Secretary of the Cayman Islands.
In accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, such tax exemption applies
for a period of 20 years from the date of the undertaking, and means that no law which is enacted in the Cayman Islands imposing
any tax to be levied on profits, income, gains or appreciations shall 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 shall be payable
(i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in
part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or
interest or other sums due under a debenture or other obligation of us.
We are a Cayman Islands exempted company
incorporated on October 2, 2020. Our executive offices are located at 555 Madison Avenue, Suite 11A, New York, NY 10022
and our telephone number is (212) 792-0253.
The Offering
In making your decision 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 entitled “Risk Factors”
beginning on page 28 of this prospectus.
| Securities
offered: |
17,500,000
units, at $10.00 per unit, each unit consisting of:
· One
Class A ordinary share; and
· One
half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share. |
| Proposed
Nasdaq symbols: |
Units: “ITHXU”
Class A Ordinary Shares: “ITHX”
Warrants: “ITHXW” |
| Trading
commencement and separation of Class A ordinary shares and warrants: |
The
units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising
the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor, the representative
of the underwriters, informs us of its decision to allow earlier separate 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. |
| Separate
trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K: |
In
no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current
Report on Form 8-K which includes 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 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
issued and outstanding before this offering: |
0 |
| Number
issued and outstanding after this offering: |
17,500,000(1) |
| Number issued and outstanding after this offering and the private placement: |
18,087,500 |
| Ordinary shares: |
|
| Number issued and outstanding before this offering: |
5,031,250(2) |
| Number issued and outstanding after this offering: |
21,875,000(1),(3),(4) |
| Number issued and outstanding after this offering and the private placement: |
22,462,500(1),(3),(4) |
| Redeemable Warrants: |
|
| Number issued and outstanding before this offering: |
0 |
| Number issued and outstanding after this offering: |
8,750,000(1) |
| Number of issued and outstanding after this offering and the private placement: |
9,043,750(1) |
| Exercisability: |
Each unit contains one-half of one redeemable warrant. Each whole warrant is exercisable to purchase one of our Class A ordinary shares. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 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 a 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 whole share, thus making us, we believe, a more attractive merger partner for target businesses. |
| (1) | Assumes no exercise of the underwriters’ over-allotment option. |
| (2) | Consists solely of founder shares and includes up to 656,250 ordinary shares that are subject to
forfeiture by our initial shareholders depending on the extent to which the underwriters’ over-allotment option is exercised.
Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture by our initial
shareholders of these 656,250 ordinary shares. |
| (3) | Includes 17,500,000 public shares and 4,375,000 founder shares. |
| (4) | Founder shares are classified as Class B ordinary shares, which shares will convert into Class A
ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares
conversion and anti-dilution.” |
| 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 such affiliates, as applicable, prior to such issuance), or 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 Class A 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, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” 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 period: |
The warrants will become exercisable
on the later of:
· 30
days after the completion of our initial business combination, and
· 12
months from the closing of this offering
provided in each case that we
have an effective registration statement under the Securities Act covering the 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).
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 best efforts to file,
and within 60 business days following our initial business combination to have declared effective, a registration statement covering
the Class A ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those
Class A ordinary shares until the warrants expire or are redeemed. 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. |
| |
Notwithstanding the above, if
our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of 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.
On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. |
| Redemption of warrants: |
Once the warrants become exercisable,
we may redeem the issued and outstanding warrants (except as described herein with respect to the private placement warrants as
described in this prospectus):
· In
whole and not in part;
· At
a price of $0.01 per warrant;
· Upon
a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
· If,
and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
subdivisions, share consolidations, share capitalizations, rights issuances, 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 send the notice
of redemption to the warrant holders.
We will not redeem the warrants unless
a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants
is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except
if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities
Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of 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 shares under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in this offering. |
| |
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 determining whether to require all holders to exercise their warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of warrants that are issued and outstanding and the dilutive
effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants.
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 excess of the “fair market value” (defined below) over the exercise price of the warrants 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 10 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. Please see the section entitled “Description of Securities — Redeemable Warrants — Public
Shareholders’ Warrants” for additional information
None of the private placement warrants
will be redeemable by us so long as they are held by the initial purchasers or their permitted transferees. If the private placement
warrants are held by holders other than the initial purchasers or their permitted transferees, such warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. |
| Appointment of directors; voting rights: |
Prior to our initial business combination,
only holders of Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A
ordinary shares will not be entitled to vote on the appointment of directors during such time. On any other matters submitted to
a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote
together as a single class, except as required by law. These provisions of our amended and restated memorandum and articles of
association may only be amended by a special resolution passed by at least 90% of our ordinary 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 our founder shares and holders of our public shares will vote together as a
single class, with each share entitling the holder to one vote.
Our amended and restated memorandum
and articles of association provide that our board of directors will be divided into three classes with only one class of directors
being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders)
serving a 3-year term. |
| Founder shares: |
In October 2020, our sponsor paid
$25,000, or approximately $0.005 per share, to cover certain of our offering costs in exchange for 5,031,250 founder shares (up
to 656,250 shares of which are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters’
over-allotment option is exercised). Prior to the initial investment in the company of $25,000 by our sponsor, the company had
no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of
cash contributed to us by the number of founder shares issued. The number of founder shares issued was determined based on the
expectation that the founder shares would represent 20% of the outstanding shares after this offering (excluding any shares underlying
either the private placement units or any units our initial shareholders may purchase in this offering). As such, our sponsor,
officers and directors will collectively own 20% of our issued and outstanding shares after this offering (excluding any private
placement shares and assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or
directors have expressed an intention to purchase any units in this offering. If we increase or decrease the size of the offering,
we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to
our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership
of founder shares by our initial shareholders at 20% of our issued and outstanding ordinary shares (excluding any shares underlying
either the private placement units or any units our initial shareholders may purchase in this offering) upon the consummation of
this offering. Up to 656,250 founder shares are subject to forfeiture by our initial shareholders depending on the extent to which
the underwriters’ over-allotment option is exercised.
The founder shares are identical to the
Class A ordinary shares included in the units being sold in this offering, except that:
· only
the holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination;
· the
founder shares are subject to certain transfer restrictions, as described in more detail below;
· our
sponsor, officers, and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment
to 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 24 months from the closing of this offering or (ii) with respect
to the other provisions relating to shareholders’ rights or pre-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 issued and outstanding public shares;
· our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive
their redemption rights with respect to their founder shares and private 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 and (ii) to
waive their rights to liquidating distributions from the trust account with respect to their founder shares or private placement
shares if we fail to complete our initial business combination within 24 months 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). If we submit our initial business combination to
our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to such letter agreement, to vote
their founder shares and any public shares purchased during or after this offering in favor of our initial business combination.
As a result, in addition to the founder shares and private placement shares held by our sponsor, officers and directors, we would
need only 6,268,751, or approximately 35.8%, of the 17,500,000 public shares sold in this offering to be voted in favor of a transaction
(assuming all issued and outstanding shares are voted) in order to have our initial business combination approved (assuming the
over-allotment option is not exercised); |
| |
· the
founder shares will automatically convert into our 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 in more detail below and
in our amended and restated memorandum and articles of association; and
· the
founder shares are subject to registration rights. |
| Transfer restrictions on founder shares: |
Our
sponsor, officers and directors 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) six months after the completion of our initial
business combination or (B) 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 public shareholders having the right to exchange
their ordinary shares for cash, securities or other property (except as described herein under “Principal Shareholders
— Transfers of Founder Shares and Private Placement Units”). Any permitted transferees will be subject to the same
restrictions and other agreements of our sponsor, officers and directors with respect to any founder shares. We refer to such transfer
restrictions throughout this prospectus as the lock-up.
Notwithstanding the foregoing,
if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions,
share consolidations, share capitalizations, rights issuances, 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, the founder shares will
be released from the lock-up. |
| Founder shares conversion and anti-dilution rights: |
We have issued 5,031,250 Class B ordinary
shares, par value $0.001 per share (up to 656,250 shares of which are subject to forfeiture by our initial shareholders depending
on the extent to which the underwriters’ over-allotment option is exercised). The Class B ordinary shares 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
for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein and in our amended and restated memorandum and articles of association.
In the case that additional Class A
ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related
to the closing of our initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A
ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree
to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A
ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all
ordinary shares issued and outstanding upon completion of this offering plus all Class A ordinary shares and equity-linked
securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in our initial business combination, any private placement shares, and any private placement-equivalent
units issued to our sponsor or its affiliates upon conversion of loans made to us. Any conversion of the Class B ordinary
shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A
ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A
ordinary shares at a rate of less than one-to-one. 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. Securities
could be “deemed issued” for purposes of the conversion adjustment if such shares are issuable upon the conversion
or exercise of convertible securities, warrants or similar securities. |
| Private
placement units: |
Our
sponsor and Cantor have committed, pursuant to written agreements, to purchase an aggregate
of 587,500 private placement units at a price of $10.00 per unit ($5,875,000 in the aggregate)
in a private placement that will close simultaneously with the closing of this offering.
Each private placement unit consists of one Class A ordinary share and one-half
of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as provided herein.
The purchase price of the private
placement units will be added to the net proceeds from this offering to be held in the trust account. If we do not complete
our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private
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 private placement units will expire worthless.
The
private placement warrants will not be redeemable by us and will be exercisable on a cashless basis so long as they are
held by the initial purchasers or their respective permitted transferees (except as described below under “Principal
Shareholders — Transfers of Founder Shares and Private Placement Units”). If the private placement warrants
are held by holders other than the initial purchasers or their respective permitted transferees, the private placement
warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units
being sold in this offering.
Our sponsor and Cantor have
agreed (A) not to redeem any private placement shares in connection with a shareholder vote to approve a proposed
initial business combination or sell any private placement shares to us in a tender offer in connection with a proposed
initial business combination and (B) that the private placement shares shall not participate in any liquidating distribution
from our trust account upon winding up if a business combination is not consummated. Our sponsor, officers and directors
have also agreed to vote the private placement shares in favor of our initial business combination. Cantor has not committed
to vote any shares held by it in favor of our initial business combination. |
| Transfer
restrictions on private placement units: |
The
private placement units (including the underlying securities) will not be transferable,
assignable or saleable until 30 days after the completion of our initial business combination,
except as described herein under “Principal Shareholders — Transfers
of Founder Shares and Private Placement Units.”
In
addition, for as long as the private placement units are held by Cantor Fitzgerald or
its designees or affiliates, they will be subject to the lock-up and registration rights
limitations imposed by FINRA Rule 5110 and may not be exercised after five years from
the commencement of sales of this offering. |
| 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 private placement units be deposited in a trust account.
Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus,
$175,000,000 ($10.00 per unit), or $201,250,000 ($10.00 per unit) if the underwriters’ over-allotment option is exercised
in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer &
Trust Company acting as trustee and $1,500,000 will be used to pay expenses in connection with the closing of this offering and
for working capital following this offering. The proceeds to be placed in the trust account include $6,125,000 (or up to $7,568,750
if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions.
The funds in the trust account
will be invested only in specified U.S. government treasury bills or in specified money market funds.
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 (less up to $100,000
interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement units will
not be released from the trust account until the earliest of (i) the completion of our initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of this offering or (B) with respect to any other
provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of
all of our public shares if we are unable to complete our initial business combination within 24 months from the closing
of this offering, 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 shareholders. |
| Anticipated expenses and funding sources: |
Unless 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 taxes. Based upon current interest rates, we expect the trust account to generate approximately $297,500 of interest annually
(assuming no exercise of the underwriters’ overallotment option and an interest rate of .17% per year) following the investment
of such funds in specified U.S. government treasury bills or in specified money market funds. 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 private
placement units not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately
$500,000 in expenses relating to this offering; and
· any
loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, 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 a business combination. |
| Conditions to completing our initial business combination: |
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 the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at
the time of our signing a definitive agreement in connection with our initial business combination. If our securities are not listed
on the Nasdaq after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80%
requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination. We do not intend
to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. If the initial business
combination involves more than one target business, the 80% fair market value 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 the tender
offer or for seeking shareholder approval as applicable.
If our board of directors is not
able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking
to acquire or an independent accounting firm. We will complete our initial business combination only if the post-transaction company
in which our public shareholders own shares will own or acquire 50% or more of the issued and 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. Even if the post-transaction company owns or acquires 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-transaction
company, depending on valuations ascribed to the target and us in our initial business combination transaction. 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 valued for purposes of the 80% of net assets test,
provided that in the event that our initial business combination involves more than one target business, the 80% of net assets
test will be based on the aggregate value of all of the target businesses. |
| Permitted purchases of public shares and warrants by our affiliates: |
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, 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. Please see “Proposed Business — Permitted Purchases of Our
Securities” for a description of how such persons will determine which shareholders to seek to acquire shares from. There
is no limit on the number of shares or warrants such persons may purchase in such transactions, or any restriction on the price
that they may pay, subject to compliance with applicable law and Nasdaq rules. Any such price per share 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. |
| |
However,
such persons have no current commitments, plans or intentions to engage in such transactions
and have not formulated any terms or conditions for any such transactions. In the event
our sponsor, directors, officers, or their respective affiliates determine to make any
such purchases at the time of a shareholder vote relating to our initial business combination,
such purchases could have the effect of influencing the vote necessary to approve such
transaction. None of the funds in the trust account will be used to purchase shares in
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 shares during certain blackout
periods and when they are in possession of any material non-public information and (ii) to
clear all trades with our legal counsel 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. Our sponsor, directors, officers, or their
respective affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act
|
| 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 (which interest shall be net of taxes payable) divided by the number
of then issued and outstanding public shares, subject to the limitations described herein.
The amount in the trust account
is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to Cantor. The redemption
rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.
Our sponsor, our officers, and our directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares and private 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. Cantor will have the same redemption rights as public stockholders with respect to any public shares
it may hold, if any, but Cantor will not have any redemption rights with respect to the private placement shares it holds. |
| 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 general meeting called to approve the 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 the law or stock exchange listing requirement.
Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval, while direct
mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding
Class A 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 legal reasons. So long as we obtain and maintain
a listing for our securities on the Nasdaq, we will be required to comply with such rules.
If 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 legal 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.
We expect that a final proxy
statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that
a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional
notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required
to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection
with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.
If we seek shareholder approval,
we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being
the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon
and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter
agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will
agree) to vote any founder shares, any private placement shares, and any public shares held by them in favor of our initial
business combination. Cantor has not committed to vote any shares held by it in favor of our initial business combination.
We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders
and their respective permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled
to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction. |
| |
If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, 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, 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 to purchase our Class A ordinary
shares in the open market, in order 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 a specified number of public shares, which number will be based on the requirement that we may
only redeem our public shares so long as our net tangible assets are at least $5,000,001 either immediately prior to or
upon consummation of our initial business combination, after payment of the deferred underwriting commission to Cantor
(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.
Our amended and restated memorandum
and articles of association provide that we may only redeem our public shares so long as our net tangible assets are at
least $5,000,001 either immediately prior to or upon consummation of our initial business combination (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 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 ordinary shares submitted for redemption will be returned to the holders thereof. |
| Tendering
share certificates in connection with a tender offer or redemption rights: |
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 (if any) 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 our initial business combination in the event we distribute proxy materials, or to deliver
their shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal At Custodian
System, or the DWAC System, at the holder’s option, rather than simply voting against the initial business combination.
The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. |
| Limitation
on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote: |
Notwithstanding
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 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. 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
sponsor or its affiliates 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 sponsor or its affiliates 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. Our sponsor, officers and directors have, pursuant to a letter
agreement entered into with us, waived their right to have any founder shares, any private placement shares, or public shares
held by them redeemed in connection with our initial business combination. Cantor will have the same redemption rights as
public stockholders with respect to any public shares it may hold, if any, but Cantor will not have any redemption rights
with respect to the private placement shares it holds. Unless any of our other affiliates acquires founder shares or private
placement shares through a permitted transfer from our sponsor, officers and directors, and thereby becomes subject to the
letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares
in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation
in connection with any such redemption right. |
| Redemption
Rights in connection with proposed amendments to our amended and restated memorandum and articles of association: |
Our amended and restated memorandum and articles of association
provide that any of its provisions, including those related to pre-business combination activity (including the requirement to
deposit proceeds of this offering and the private placement 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 in our amended and restated
memorandum and articles of association, but excluding the provision of the articles relating to the appointment of directors),
may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, 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. We may not issue additional securities that can vote on amendments to our amended and
restated memorandum and articles of association or in our initial business combination. Our initial shareholders will, in the aggregate,
beneficially own approximately 21.3% of our ordinary shares upon the closing of this offering (including the private placement
shares and assuming they do not purchase any units in this offering), and they 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, officers, and directors have agreed, pursuant to a letter agreement with us, that they will not propose any
amendment to 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 24 months from the closing of this offering or (ii) with respect to
the other provisions relating to shareholders’ rights or pre-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 issued and 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 their founder shares and private 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. Cantor will have the same redemption rights as
public stockholders with respect to any public shares it may hold, if any, but will not have any redemption rights with respect
to the private placement shares it holds. |
| 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 released to us, other than
funds the trustee will use 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.” We
will use the remaining funds to pay Cantor the 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, 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 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 |
| Redemption
of public shares and distribution and liquidation if no initial business combination: |
Our sponsor, officers, and
directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business
combination. If we are unable to complete our initial business combination within such 24-month 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 (which interest shall be net of taxes payable, and less up to
$100,000 of interest to pay dissolution expenses) divided by the number of then issued and 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 Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month
time period.
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 private placement shares held by them if we fail to complete
our initial business combination within 24 months from the closing of this offering. Cantor has agreed to waive its rights
(i) to its deferred underwriting commission held in the trust account and (ii) to redeem its private placement
shares, in the event we do not complete our initial business combination within 24 months from the closing of this offering
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. If our sponsor, our directors, our officers, Cantor
or any of their respective affiliates 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 24-month time frame.
Our sponsor, officers, and directors have agreed, pursuant to
a letter agreement with us, that they will not propose any amendment to 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 24 months from the closing
of this offering or (ii) with respect to the other provisions relating to shareholders’ rights or pre-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 issued and outstanding public shares.
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 (so that we are not subject to the SEC’s
“penny stock” rules). |
| Limited payments to insiders: |
There will be no finder’s
fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination, other than the following payments, none
of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account
prior to the completion of our initial business combination:
· repayment
of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
· Reimbursement
for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month;
· reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
· repayment
of loans which may be made by our sponsor or 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 nor have any written
agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00
per unit, at the option of the lender. Such units (and the underlying securities) would be identical to the private placement units
(and the underlying securities).
These payments may be funded using
the net proceeds of this offering and the sale of the private placement units not held in the trust account or, upon completion
of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection
therewith.
Our audit committee will review
on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. |
| Audit committee: |
Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. 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 entitled “Management — Committees of the Board of Directors — Audit Committee.” |
| Indemnity: |
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 auditors) 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 amount of funds in the trust account to below (i) $10.00 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 the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect 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. 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. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. |
Risks
We are a blank check company incorporated
as a Cayman Islands exempted 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 “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” beginning on
page 28 of this prospectus.
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.
| | |
As of
October 9,
2020 | |
| | |
| (Audited) | |
| Working capital deficit | |
$ | (18,952 | ) |
| Total assets | |
| 39,061 | |
| Total liabilities | |
| 18,952 | |
| Shareholder’s equity | |
$ | 20,109 | |
Cautionary
Note Regarding Forward-Looking Statements and RISK FACTOR SUMMARY
Some statements contained in this prospectus
may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements
include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking. These risks and uncertainties include, but
are not limited to the following risks, uncertainties and other factors:
| |
· |
our ability to select an appropriate target
business or businesses; |
| |
|
|
| |
· |
our ability to consummate an initial business
combination, even if an appropriate target business is selected; |
| |
· |
our expectations
around the performance of the prospective target business or businesses; |
| |
· |
our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial
business combination; |
| |
· |
our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business
or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| |
· |
our
potential ability to obtain additional financing to complete our initial business combination; |
| |
· |
our
pool of prospective target businesses in the hospitality and travel industry; |
| |
· |
risks associated
with acquiring an operating company or business in the hospitality and travel industry; |
| |
· |
the
ability of our officers and directors to generate a number of potential acquisition opportunities; |
| |
· |
our
public securities’ potential liquidity and trading; |
| |
· |
the lack of a market
for our securities; |
| |
· |
the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| |
· |
the
trust account not being subject to claims of third parties; or |
| |
· |
our financial performance
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 heading “Risk Factors”
beginning on page 28. 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.
Risk
Factors
An investment in our securities involves
a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this prospectus, before making a decision to invest in our units. 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.
We are a blank check company with no
operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated
under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through
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 fail to complete our initial business combination, we will never generate any operating revenues.
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 October 9, 2020, we had no cash
and a working capital deficit of $18,952. Further, we expect to incur significant costs in pursuit of our financing and 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. 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.
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 internal controls attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information
they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to
lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as
of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.
We cannot predict whether investors will find our 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 Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A
ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual
revenues exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held
by non-affiliates exceeds $700 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.
| II. | 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 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 not hold a shareholder vote
to approve our initial business combination unless the business combination would require shareholder approval under applicable
Cayman Islands law or the rules of the Nasdaq or if we decide to hold a shareholder vote for business or other reasons. Examples
of transactions that would not ordinarily require shareholder approval include asset acquisitions and share purchases, while transactions
such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would require shareholder
approval. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting
but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares
to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that
required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination.
Except as required by law or Nasdaq rules, the decision as to whether we will seek shareholder approval of a proposed business
combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion,
and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would
otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders
of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate. Please see
the section entitled “Proposed Business — Effecting Our Initial Business Combination— Shareholders May Not
Have the Ability to Approve Our Initial Business Combination” for additional information.
Your only opportunity to affect
the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your
shares from us for cash, unless we seek shareholder approval of the business combination.
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 business combination, unless we seek such shareholder approval. Accordingly, if we do
not seek shareholder approval, 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.
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) outbreak and the status of debt and equity markets.
In March 2020, the World Health
Organization declared novel coronavirus disease 2019 (COVID-19) a global pandemic. The COVID-19 pandemic has negatively impacted
the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption
in financial markets, and increased unemployment levels, all of which may become heightened concerns upon a second wave of infection
or future developments. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of
social distancing and sheltering in place requirements in many states and communities. The COVID-19 pandemic has and a significant
outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and
financial markets worldwide, and the business of any potential partner business with which we consummate a business combination
could be materially and adversely affected.
Furthermore, we may be unable to complete
a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential
investors or the partner business’s personnel, vendors and services providers are unavailable to negotiate and consummate
a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future
developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity
of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other
matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations
of a partner business with which we ultimately consummate a business combination, may be materially adversely affected.
In addition, our ability to consummate
a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events,
including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on
terms acceptable to us or at all.
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 business combination. Furthermore, we may only redeem
our public shares so long as our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation
of our initial business combination and after payment of underwriters’ fees and commissions (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,
each 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.
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
we 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 provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares
on a greater than one-to-one basis upon conversion of the Class B shares at the time of the initial 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 Cantor 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 commissions 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.
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, the probability that our initial business combination would be unsuccessful is increased. If our initial
business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the
trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at
such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may
suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate
or you are able to sell your shares in the open market.
The requirement that we complete our
initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating
a business combination and may decrease our ability 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 a business combination will be aware that we must complete our initial business combination
within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating
a business combination, knowing that if we do not complete our initial business combination with that particular target business,
we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer
to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial
business combination on terms that we would have rejected upon a more comprehensive investigation.
We may not be able to consummate our
initial business combination within 24 months after the closing of this offering, 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, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors have
agreed that we must complete our initial business combination within 24 months from the closing of this offering. We may not be
able to find a suitable target business and consummate an initial business combination within 24 months after the closing of this
offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues to grow both
in the U.S. and globally and, while the extent of the impact of the pandemic on us will depend on future developments, it could
limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic
may negatively impact businesses we may seek to acquire.
If we have not completed our initial business
combination within 24 months from the closing of this offering, 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 (which
interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number
of then issued and 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 Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share,
and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 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 $10.00 per share.”
and other risk factors herein.
If we seek shareholder approval of our
initial business combination, our sponsor, directors, officers, 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 ordinary shares.
If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sponsor, directors, officers or their respective 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 of such transactions. Please
see “Proposed Business — Permitted Purchases of Our Securities” for a description of how such persons will determine
which shareholders to seek to acquire shares from. 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, or their respective 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 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. The purpose of such purchases could be to vote such shares in favor of the business combination
and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition
in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial
business combination, where it appears that such requirement would otherwise not be met. These purchases 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 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 maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
If we seek shareholder approval
of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business
combination, regardless of how our public shareholders vote.
Our sponsor, officers and directors
have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to
vote any founder shares, private placement shares, and any public shares held by them in favor of our initial business combination.
As a result, in addition to the founder shares and private placement shares held by our sponsor, officers and directors, we would
need only 6,268,751, or approximately 35.8%, of the 17,500,000 public shares sold in this offering to be voted in favor of a transaction
(assuming all issued and outstanding shares are voted) in order to have our initial business combination approved (assuming the
over-allotment option is not exercised). Our initial shareholders will beneficially own shares representing approximately 21.3%
of our outstanding Class A ordinary shares immediately following the completion of this offering and the private placement
(including private placement shares and assuming they do not purchase any units in this offering). Accordingly, if we seek shareholder
approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our business combination
will increase the likelihood that we will receive the necessary shareholder approval for such business combination than would
be the case if such persons agreed to vote their founder shares, private placement shares, and any public shares held by them
in accordance with the majority of the votes cast by our public shareholders.
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
$10.00 per share, or less in certain circumstances, on our redemption, and our warrants will expire worthless.
We expect to encounter intense 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 (including some focused on the hospitality and travel industry) 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 greater financial, technical, human
and other resources or more industry knowledge than us, 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 private 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, if we are obligated to pay cash
for the Class A ordinary shares redeemed and, in the event we seek shareholder approval of our initial business combination,
we make purchases of our Class A ordinary shares, potentially reducing the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.
If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per
share (or less in certain circumstances) on the liquidation of our trust account and our warrants will expire worthless. In certain
circumstances, our public shareholders may receive less than $10.00 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 $10.00 per share.” and other risk factors herein.
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. |
We do not believe that our anticipated
principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the
trustee only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing
solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because
the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption
provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company
Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds
and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our
public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless.
Changes in laws or regulations, or a
failure to comply with any laws and regulations, may adversely affect our business, investments 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 and results of operations.
If the net proceeds of this offering
not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, we may be unable
to complete our initial business combination.
The funds available to us outside of
the trust account may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business
combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s
plans to address this need for capital through this offering and potential loans from certain of our affiliates are discussed
in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise
additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact
the analysis regarding our ability to continue as a going concern at such time.
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 24 months; 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 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 a letter of intent 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. If we are unable to complete our
initial business combination, our public shareholders may receive only approximately $10.00 per share (or less in certain circumstances)
on the liquidation of our trust account and our warrants will expire worthless. In such case, our public shareholders may only
receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive
less than $10.00 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
$10.00 per share.” and other risk factors herein.
Although we have identified general
criteria and guidelines that we believe are important in evaluating prospective target businesses, 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 law, 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 $10.00 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 $10.00 per share on the redemption of their Class A ordinary 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 $10.00 per share.” and other risk factors herein.
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’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should
the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations
and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain
shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely
to have a remedy for such reduction in value.
The officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The departure 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
candidates’ 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.
We may seek acquisition opportunities
with a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial
business combination with a financially unstable business or an entity lacking an established record of sales or earnings, we
may be affected by numerous risks inherent in the operations of the business with which 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 investment banking or from an independent accounting 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 company from a financial point of view.
Unless we complete our business combination
with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business
or businesses, we are not required to obtain an opinion that the price we are paying for a target is fair to our company from
a financial point of view from (i) an independent investment banking firm, (ii) another independent firm that commonly
renders valuation opinions for the type of company we are seeking to acquire, or (iii) an independent accounting firm. 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 tender offer
documents or proxy solicitation materials, as applicable, related to our initial business combination. However, if our board of
directors is unable to determine the fair value of an entity with which we seek to complete an initial business combination based
on such standards, we will be required to obtain an opinion as described above.
Since only holders of our founder
shares will have the right to vote on the election of directors prior to our initial business combination, Nasdaq may consider
us to be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, we may qualify for
exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies.
After completion of this offering,
only holders of our founder shares will have the right to vote on the election of directors. As a result, Nasdaq may consider
us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under Nasdaq’s
corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by
an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate
governance requirements, including the requirements that:
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· |
we
have a board that includes a majority of “independent directors,” as defined under Nasdaq rules; |
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· |
we
have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; and |
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· |
we have independent
director oversight of our director nominations. |
We do not intend to utilize these exemptions
and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we
determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders
of companies that are subject to all of Nasdaq’s corporate governance requirements.
Since our sponsor, officers and directors
will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our initial business combination.
In October 2020, our sponsor paid
$25,000, or approximately $0.005 per share, to cover certain offering costs in exchange for 5,031,250 founder shares (up to 656,250
shares of which are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters’
over-allotment option is exercised). Prior to the initial investment in the company of $25,000 by our sponsor, the company had
no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that the founder
shares would represent 20% of the outstanding shares after this offering (excluding any shares underlying either the private placement
units or any units our initial shareholders may purchase in this offering). If we increase or decrease the size of the offering,
we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, immediately prior
to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders prior to this offering
at 20% of our issued and outstanding ordinary shares (excluding any shares underlying either the private placement units or any
units our initial shareholders may purchase in this offering) upon the consummation of this offering. The founder shares will be
worthless if we do not complete an initial business combination.
In addition, our sponsor and Cantor
have committed to purchase an aggregate of 587,500 private placement units at a price of $10.00 per warrant ($5,875,000 in the
aggregate) in a private placement that will close simultaneously with the closing of this offering. Each private placement unit
consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The terms of the private
placement units are identical to those of the public units, except as described in below in “Description of Securities –
Ordinary Shares – Founder Shares and Private Placement Shares” and “Description of Securities – Redeemable
Warrants – Private Placement Warrants.”
The founder shares are identical to the
ordinary shares included in the units being sold in this offering except that (i) holders of the founder shares have the right
to vote on the appointment of directors prior to our initial business combination, (ii) the founder shares are subject to
certain transfer restrictions, (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed (A) to waive their redemption rights with respect their founder shares and private 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 and (B) to waive their rights to liquidating distributions from the trust account with respect to their
founder shares and private placement shares if we fail to complete our initial business combination within 24 months 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) the founder
shares will automatically convert into our 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 and in our amended and restated memorandum
and articles of association.
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.
We may only be able to complete one
business combination with the proceeds of this offering and the sale of the private 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 private placement units, $175,000,000 (or $201,250,000 if the underwriters’ over-allotment option is
exercised in full) will be available to complete our business combination and pay related fees and expenses (which includes up
to approximately $6,125,000 (or up to $7,568,750 if the over-allotment option is exercised in full, for the payment of deferred
underwriting commissions).
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 risks. 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:
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solely dependent upon the performance of a single business, property or asset; or |
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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 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 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 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.
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 investigations
(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services
or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could
negatively impact our profitability and results of operations.
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. 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.
Our management may not be able to
maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control
of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such
business.
We may structure a 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 issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider
any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business
combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example,
we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and
outstanding capital stock, shares and/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 ordinary shares, our shareholders immediately prior
to such transaction could own less than a majority of our issued and outstanding 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 our control of the target business.
We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which
a substantial majority of our shareholders do not agree.
Our amended and restated memorandum and
articles of association do not provide a specified maximum redemption threshold, except that we may only redeem our public shares
so long as our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business
combination and after payment of underwriters’ fees and commissions (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, directors,
officers, or their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the
proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination
or redeem any shares, all 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 modified governing
instruments. 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 a business combination,
blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. For example,
blank check companies have amended the definition of business combination, increased redemption thresholds and extended the period
of time in which it had to consummate a business combination. We cannot assure you that we will not seek to amend our amended and
restated memorandum and articles of association or governing instruments or extend the time in which we have to consummate a business
combination through amending our amended and restated memorandum and articles of association, which will require at least a special
resolution of our shareholders as a matter of Cayman Islands law.
The provisions of our amended and restated
memorandum and articles of association that relate to our pre-initial business combination activity (and corresponding provisions
of the agreement governing the release of funds from our trust account), including an amendment 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 with the approval of holders of at least two-thirds of our ordinary shares who attend and
vote in a general meeting, 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 and the trust agreement 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 provide that any of its provisions, including those related to pre-initial business combination activity
(including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and
not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described
herein and in our amended and restated memorandum and articles of association or an amendment 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), but excluding the provision of the articles relating to the appointment of directors, may be amended if approved
by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, 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. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and
articles of association. Our initial shareholders, which will collectively beneficially own approximately 21.3% of our ordinary
shares upon the closing of this offering (including the private placement shares and 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 it chooses. 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-business combination behavior more easily
than some other blank check companies, and this may increase our ability to complete a business combination with which you do not
agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
Certain agreements related to this offering
may be amended without shareholder approval.
Certain agreements, including the underwriting
agreement relating to this offering, the investment management trust agreement between us and Continental Stock Transfer &
Trust Company, the letter agreement among us and our sponsor, officers, directors and director nominees, the registration rights
agreement among us and our sponsor and the administrative services agreement between us and our sponsor, may be amended without
shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. For example,
the underwriting agreement related to this offering contains a covenant that the target company that we acquire must have a fair
market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the
transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on
the trust account) so long as we obtain and maintain a listing for our securities on the Nasdaq. While we do not expect our board
to approve any amendment to any of 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 any such
agreement in connection with the consummation of our initial business combination. Any such amendment 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.
Although we believe that the net proceeds
of this offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination,
because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular
transaction. If the net proceeds of this offering and the sale of the private placement units prove to be insufficient, either
because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our
initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed 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. In addition, even if we do not
need additional financing to complete our initial business combination, we may require such financing to fund the operations or
growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing
to us in connection with or after our initial business combination. If we are unable to complete our initial business combination,
our public shareholders may only receive approximately $10.00 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 $10.00 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 $10.00 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
occurrence of a natural disaster.
Our business could be adversely affected
by severe weather conditions and natural disasters. Any of such occurrences could cause severe disruption to our daily operations,
and may even require a temporary closure of our operations across one or more markets. Such closures may disrupt our business
operations and adversely affect our business, financial condition and results of operations. Our operations could also be disrupted
if our third-party service providers, business partners or acquisition targets were affected by such natural disasters. If the
disruptions posed by such events continue for an extensive period of time, our ability to consummate a business combination, or
the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
| III. | Risks
Relating to Our Securities |
If we are unable to consummate our
initial business combination within 24 months of the closing of this offering, our public shareholders may be forced to wait beyond
such 24 months before redemption from our trust account.
If we are unable to consummate our
initial business combination within 24 months from the closing of this offering, we will distribute the aggregate amount then
on deposit in the trust account (less up to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata
to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs,
as further described herein. Any redemption of public shareholders from the trust account shall 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 windup,
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 initial 24 months before the redemption proceeds of our trust account become
available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination
prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or
any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.
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 extensive due diligence
on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may
be present inside 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 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.
If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be
less than $10.00 per share.
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 auditors), 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 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.
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 are unable to complete our initial business combination within the prescribed timeframe, or upon the
exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment
of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly,
the per-share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the
trust account, due to claims of such creditors.
Our sponsor has agreed that it will
be liable to us if and to the extent any claims by a vendor (other than our independent auditors) 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 amount
of funds in the trust account to below (i) $10.00 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 the value of the trust assets,
in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a
waiver of any and all rights 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. Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity
obligations and believe that our sponsor’s only assets are securities of our company. Our sponsor may not have sufficient
funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no
funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the
trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per
public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
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 $10.00 per share.
The proceeds held in the trust account
will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly
yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent
years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we do not to complete our initial business combination or make certain
amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive
their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less,
in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce
the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than
$10.00 per share.
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) $10.00 per public share or (ii) such lesser amount per share held
in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets,
in each case net of the interest which may be withdrawn to pay taxes, 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 may choose not to do so in any particular
instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust
account available for distribution to our public shareholders may be reduced below $10.00 per share.
If the net proceeds of this offering
and the sale of the private placement units not being held in the trust account are insufficient, it could limit the amount available
to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans
from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.
Of the net proceeds of this offering
and the sale of the private placement units, only approximately $1,000,000 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 $500,000, 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 $500,000, 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, members of our management team, nor any of their
respective affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid
only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. These
units (and the underlying securities) would be identical to the private placement units (and the underlying securities). 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 or officers or directors, because 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 because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (or less in certain circumstances)
on our redemption of our public shares, and our warrants will expire worthless. In such case, our public shareholders may only
receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive
less than $10.00 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
$10.00 per share.” and other risk factors herein.
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 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 laws, 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 or insolvency 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 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 into an insolvent
liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately
following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover 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, and 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 officers and directors
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 up to $18,292 and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general
meeting until after the consummation of our initial business combination. Our public shareholders will not have the right to appoint
directors prior to the consummation of our initial business combination.
In accordance with 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 general meetings
in order to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to discuss company affairs with management. In addition, as holders of our Class A ordinary shares, our public shareholders
will not have the right to vote on the appointment of directors prior to consummation of our initial business combination. Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of shareholders) serving a 3-year term.
The grant of registration rights
to our initial shareholders and Cantor may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered
into concurrently with the issuance and sale of the securities in this offering, our sponsor, our directors, our officers, Cantor,
and their respective permitted transferees can demand that we register the offer and sale of the private placement units (and
the underlying securities), and the Class A ordinary shares issuable upon conversion of the founder shares after the founder
shares convert to our Class A ordinary shares at the time of our initial business combination. We will bear the cost of registering
the offer and sale of these securities. The registration and availability of the offer and sale of such a significant number of
securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.
In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.
This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask
for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected
when the ordinary shares owned by our sponsor, officers and directors or holders of our working capital loans or their respective
permitted transferees are registered.
Because we are not limited to a
particular industry or 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 acquisition opportunities
in any one of numerous industries, except that we are not, under our amended and restated memorandum and articles of association,
permitted to effectuate our business combination with another blank check company or similar company with nominal operations.
Because we have not yet identified 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 business combination, we may be affected
by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable
business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business
and operations of a financially unstable or an early stage entity. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the
significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a
target business. We also cannot assure you that an investment in our units 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 the business combination could suffer a reduction in the value of their shares. Such
shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able
to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the
business combination contained an actionable material misstatement or material omission.
We are not registering the offer
and sale of 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 and potentially causing such warrants to expire worthless.
We are not registering the offer and
sale of 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, and within
60 business days following our initial business combination to have declared effective, a registration statement covering the
offer and sale of such shares and 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 offer and sale of the shares issuable upon exercise of the warrants
is 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 is available. Notwithstanding the foregoing, if a registration
statement covering the offer and sale of 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. Notwithstanding the above, if our Class A ordinary shares are, at the
time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of 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. 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 no exemption is 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 shall 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 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 the offer and sale of
such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this
offering.
We may issue additional Class A ordinary 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 Class B ordinary shares at a ratio
greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions 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 authorize the issuance of up to 100,000,000 Class A ordinary shares, par value $0.001 per share,
10,000,000 Class B ordinary shares, par value $0.001 per share and 1,000,000 undesignated preference shares, par value $0.001
per share. Immediately after this offering, there will be 81,912,500 and 5,625,000 (assuming in each case that the underwriters
have not exercised their over-allotment option) authorized but unissued Class A and Class B ordinary shares available,
respectively, for issuance, which amount does not take into account shares reserved for issuance upon exercise of issued and outstanding
warrants (including the private placement warrants) and upon conversion of the Class B ordinary shares. Class B ordinary
shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth
herein and in our amended and restated memorandum and articles of association. Immediately after this offering, there will be
no preference shares issued and outstanding.
We may issue a substantial number of
additional ordinary shares, and may issue preference shares, in order 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
conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However,
our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business
combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from
the trust account or (ii) vote on any initial business combination. The issuance of additional ordinary shares or preference
shares:
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may significantly
dilute the equity interest of investors in this offering; |
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· |
may
subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded
our ordinary shares; |
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· |
could
cause a change in control if a substantial number of 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 |
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· |
may adversely affect
prevailing market prices for our units, ordinary shares and/or warrants. |
Past performance by our management
team, AXIA, Ithaca, or their respective affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by,
or businesses associated with, our management team, AXIA, Ithaca, or their respective affiliates, is presented for informational
purposes only. Any past experience of and performance by our management team, AXIA, Ithaca, or their respective affiliates
is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business
combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely
on the historical record of our management team, AXIA, Ithaca, or any of their respective affiliates, as indicative of the
future performance of an investment in us or the returns we will, or are likely to, generate going forward.
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 tender offer
rules or proxy 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 tender offer or proxy materials, as applicable, such shareholder
may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will describe the various
procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails
to comply with these procedures, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business
— Business Strategy— Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or
interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore,
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 earlier to occur of: (i) the completion of our initial business combination, (ii) the
redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete
our initial business combination within 24 months from the closing of this offering, subject to applicable law and as further described
herein. Holders of warrants will not have any right to proceeds held in the trust account with respect to the warrants. In no other
circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
The 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
listed on the Nasdaq. We expect that our units will be listed on the Nasdaq on or promptly after the date of this prospectus.
Following the date 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 the Nasdaq. We cannot guarantee that our securities will be approved
for listing on the 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 the Nasdaq in the future or prior to our initial business combination. In order to continue listing
our securities on the Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share
price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum
number of holders of our securities (generally 300 public holders, with at least 50% of such round lot holders holding securities
with a market value of at least $2,500). Additionally, in connection with our initial business combination, we will be required
to demonstrate compliance with Nasdaq initial listing requirements, which are more rigorous than Nasdaq continued listing requirements,
in order to continue to maintain the listing of our securities on the Nasdaq. For instance, our share price would generally be
required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5.0 million
and we would be required to have a minimum of 300 round lot holders of our securities. 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:
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· |
a limited availability
of market quotations for our securities; |
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· |
reduced liquidity
for our securities; |
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· |
a
determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in
our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading
activity in the secondary trading market for our securities; |
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· |
a limited amount
of news and analyst coverage; and |
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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 we expect that our units and eventually our Class A ordinary
shares and warrants will be listed on the 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 the 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.
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 private 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 United States securities
laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering
and the sale of the private 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 do 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.”
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all
such shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval of
our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more
than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares.” 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. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete
our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open
market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete
our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order
to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
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 issued and outstanding debt
following this offering, we may choose to incur substantial debt to complete our initial business combination. We 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; |
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· |
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; |
| |
· |
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. |
Our initial shareholders will control
the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest
in us. As a result, they will appoint all of our directors and may exert a substantial influence on actions requiring shareholder
vote, potentially in a manner that you do not support.
Upon the closing of this offering, our
initial shareholders will own approximately 21.3% of our issued and outstanding ordinary shares (including the private placement
shares underlying the private placement units and assuming it does not purchase any units in this offering). In addition, the founder
shares, will entitle the initial shareholders to appoint all of our directors prior to our initial business combination. Holders
of our public shares will have no right to vote on the appointment of directors during such time. These provisions of our amended
and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary
shares voting in a general meeting. As a result, you will not have any influence over the appointment of directors prior to our
initial business combination.
Neither our sponsor nor, to our knowledge,
any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this
prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A ordinary shares. In addition, as a result of its substantial ownership in our company, our initial shareholders
may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support,
including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions.
If our initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions,
this would increase their influence over these actions. In addition, our board of directors, whose members are elected by our initial
shareholders, is and will be divided into three classes, each of which will generally serve for term of three years with only one
class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to
the completion of our initial business combination, in which case all of the current directors will continue in office until at
least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered”
board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because
of their ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right
to vote on the election of directors and to remove directors prior to our initial business combination. Accordingly, our initial
shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial
business combination.
Our sponsor paid an aggregate of $25,000,
or approximately $0.005 per founder share, 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 ordinary shares and none to the warrant included in the unit)
and the pro forma net tangible book value per Class A ordinary share 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 91.6% (or $9.16 per share,
assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book
value per share of $0.84 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the
anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater
than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition,
because of the anti-dilution protection in 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.
The determination of the offering price
of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating
company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects
the value of such units than you would have in a typical offering of an operating company.
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:
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· |
the history and prospects of companies whose principal business is the acquisition of other companies; |
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· |
prior offerings of those companies; |
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· |
our prospects for acquiring an operating business at attractive values; |
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· |
a review of debt to equity ratios in leveraged transactions; |
| |
· |
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 |
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· |
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.
We may be a passive foreign investment
company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year
that is included in the holding period of a U.S. holder (as defined in the section of this prospectus captioned “Income
Tax Considerations— United States Federal Income Taxation— U.S. Holders”) of our Class A ordinary
shares or warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional
reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the
PFIC start-up exception (see the section of this prospectus captioned “Income Tax Considerations— United States
Federal Income Taxation— U.S. Holders— Passive Foreign Investment Company Rules”). Depending on the particular
circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that
we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our
current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable
until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide
to a U.S. holder such information as the Internal Revenue Service, or the IRS, may require, including a PFIC annual information
statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there
can be no assurance that we will timely provide such required information, and such election would be unavailable with respect
to our warrants in all cases. We urge U.S. holders to consult their own tax advisors regarding the possible application of the
PFIC rules to holders of our Class A ordinary shares and warrants. For a more detailed explanation of the tax consequences
of PFIC classification to U.S. holders, see the section of this prospectus captioned “Income Tax Considerations —
United States Federal Income Taxation— U.S. Holders — Passive Foreign Investment Company Rules.”
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.
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 include historical and 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, or U.S. GAAP, or international
financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances
and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses
we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management
resources, and increase the time and costs of 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, 2021. 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 company 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.
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 contain provisions that may discourage unsolicited takeover proposals that shareholders may consider
to be in their best interests. These provisions include 3-year director terms and the ability of the board of directors to designate
the terms of and issue new series of preference shares, 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 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.
Resources could be wasted in researching
acquisitions 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 $10.00 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 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 $10.00 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 $10.00 per share on the redemption of their Class A
ordinary 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 $10.00 per share.” and other risk
factors.
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
issued and outstanding public warrants.
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 issued and 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 if holders of at least a majority of the then issued
and 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 issued and outstanding public warrants is unlimited, examples of such amendments
could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease
the number of ordinary shares purchasable upon exercise of a warrant.
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. 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 whole share. Nevertheless, this unit structure may cause our units to be worth less than if they included
a warrant to purchase one whole share.
A provision of our warrant agreement
may make it more difficult for us to consummate an initial business combination.
Unlike some other blank check companies,
if
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(i) |
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; |
| |
(ii) |
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 |
| |
(iii) |
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. This may make it more difficult for us to consummate an initial business combination with a target business.
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 issued
and 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 last reported sales price of our Class A ordinary shares equal or exceed $18.00 per share (as adjusted
for share subdivisions, share consolidations, share capitalizations, rights issuances, 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 we send the
notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may not exercise our redemption
right if the issuance of 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 shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us
in this offering. Redemption of the issued and 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 issued and outstanding warrants are called for redemption, is likely to be substantially less than the
market value of your warrants. The private placement warrants will not be redeemable by us so long as they are held by the initial
purchasers or their respective permitted transferees. If the private placement warrants are held by holders other than the initial
purchasers or their respective permitted transferees, the private placement warrants will be redeemable by us and exercisable
by the holders on the same basis as the shares and warrants included in the units being sold in this offering. Otherwise, the
private placement units (and the underlying securities) have terms and provisions that are identical to those of the units being
sold in this offering.
Our management’s ability to
require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A
ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants
for cash.
If we call our public warrants for
redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have
the option to require any holder that wishes to exercise his warrant (including any warrants held by our sponsor, officers or
directors, other purchasers of our founders’ units, or their permitted transferees) to do so on a “cashless basis.”
If our management chooses to require holders to exercise their warrants on a cashless basis, the number of Class A ordinary
shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash.
This will have the effect of reducing the potential “upside” of the holder’s investment in our company.
Holders of Class A ordinary
shares will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination.
Prior to the completion of 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 consummation of
an initial business combination.
Our warrants and founder shares
may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our
initial business combination.
We will be issuing warrants to purchase
8,750,000 of our Class A ordinary shares (or up to 10,062,500 Class A ordinary shares if the underwriters’ over-allotment
option is exercised in full), at a price of $11.50 per share (subject to adjustment as provided herein), as part of the units
offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an
aggregate of 587,500 private placement units, each convertible into one Class A ordinary share and one-half of one redeemable
warrant. Prior to this offering, our sponsor purchased an aggregate of 5,031,250 founder shares (of which 656,250 are subject
to forfeiture by our initial shareholders if the underwriters’ over-allotment option is not exercised in full) in a private
placement. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment
as set forth herein and in our amended and restated memorandum and articles of association. 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 $1,500,000 of such loans
may be converted into units at a price of $10.00 per unit, at the option of the lender. Such units (and the underlying securities)
would be identical to the private placement units (and the underlying securities). To the extent we issue Class A ordinary
shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A
ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition 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 business transaction. Therefore, our warrants and founder
shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.
The private placement units are identical
to the units sold in this offering except that, so long as they are held by the initial purchasers or their respective permitted
transferees, (i) the private placement warrants will not be redeemable by us, (ii) the private placement units (and
the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until
30 days after the completion of our initial business combination and (iii) the private placement warrants may be exercised
by the holders on a cashless basis.
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 officers or directors, or enforce judgments obtained in the United States courts against our officers or directors.
Our corporate affairs are 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. 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. We will also be subject to the federal securities laws of the
United States. 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.
Shareholders of Cayman Islands exempted
companies like the company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of
the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles
of association to determine whether, and under what conditions, our corporate records may be inspected by our shareholders, but
are not obliged to make them available to our shareholders. Thus, it may be more difficult for our shareholders to obtain the information
needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with
a proxy contest.
We have been advised by our Cayman Islands
legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any
state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil
liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those
provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court
imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are
met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated
sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same
matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural
justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public
policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
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.
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.
| IV. | Risks
Relating to our Management Team, our Sponsor, and their respective Affiliates |
We are dependent upon our officers
and directors and their departure could adversely affect our ability to operate.
Our operations are dependent upon a
relatively small group of individuals and, in particular, Orestes Fintiklis (Chief Executive Officer) and Dimitris Athanasopoulos
(Chief Financial Officer, Treasurer and Director). We believe that our success depends on the continued service of our officers
and directors, at least until we have completed our initial business combination. In addition, our officers and directors are
not 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. We do not have an employment agreement with, or key-man insurance on the life of, any of our officers or directors.
The unexpected loss of the services of one or more of our officers or directors 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 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.
Our key personnel may negotiate
employment or consulting agreements with a target business in connection with a particular business combination. 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 the company after the completion of our initial business combination only if they are able to negotiate employment or consulting
agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide 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 business combination. 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 Cayman Islands law. 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 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 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 officers is engaged in several other
business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other
entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time
to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which
may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’
and directors’ other business affairs, please see “Management — Directors and Officers.”
Certain of our officers and directors
are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended
to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.
Following the completion of this offering
and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with
one or more businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with entities such
as operating companies or investment vehicles) that are engaged in making and managing investments in a similar business, although
our officers may not become an officer of any other special purpose acquisition companies with a class of securities registered
under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have
failed to complete our initial business combination within 24 months after the closing of this offering.
Our officers and directors also may
become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe
certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may
be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law.
For a complete discussion of our 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 — Directors and Officers,” “Management — Conflicts
of Interest” and “Certain Relationships and Related Party Transactions.”
Our 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, 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, officers or directors, although
we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account
in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests
and ours.
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, officers, directors
or existing holders which may raise potential conflicts of interest.
In light of the involvement of our
sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,
officers and directors. Our officers and directors also serve as officers and board members for other entities, including, without
limitation, those described under “Management — Conflicts of Interest.” Such entities may compete 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 preliminary
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 “Proposed Business — Effecting Our Initial
Business Combination — Selection of a Target Business and Structuring of Our Initial Business Combination” and such
transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking
to acquire or 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 officers, directors or existing holders,
potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous
to our public shareholders as they would be absent any conflicts of interest.
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,
any or all of our management could resign from their positions as officers 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.
Since our sponsor, officers and
directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses if our
initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
At the closing of our initial business
combination, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide,
documented 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. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred in connection with activities on our behalf. These financial interests of our sponsor, officers and directors
may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.
We may seek acquisition opportunities
in industries or sectors that may be outside of our management’s areas of expertise.
We will consider a business combination
outside of our management’s areas 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. 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 shareholders who choose to remain shareholders following
our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have
a remedy for such reduction in value.
| V. | Risks
Relating to Acquiring and Operating a Business in Foreign Countries |
We may seek acquisition opportunities
in foreign countries that are subject to political, economic, and other uncertainties.
We may seek acquisition opportunities
that have operations outside the United States. As a result, we could face political and economic risks and other uncertainties
with respect these potential international operations. These risks may include the following, among other things:
| |
· |
loss
of revenue, property, and equipment or delays in operations as a result of hazards such as expropriation, war, piracy, acts
of terrorism, insurrection, civil unrest, and other political risks, including tension and confrontations among political
parties; |
| |
· |
transparency
issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption
compliance laws and issues; |
| |
· |
increases
in taxes and governmental royalties; |
| |
· |
unilateral
renegotiation of contracts by governmental entities; |
| |
· |
redefinition
of international boundaries or boundary disputes; |
| |
· |
difficulties
enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over
international operations; |
| |
· |
difficulties
enforcing our rights against a governmental agency in the absence of an appropriate and adequate dispute resolution mechanism
to address contractual disputes, such as international arbitration; |
| |
· |
changes
in laws and policies governing operations of foreign-based companies; |
| |
· |
foreign-exchange
restrictions; and |
| |
· |
international
monetary fluctuations and changes in the relative value of the U.S. dollar as compared to the currencies of other countries
in which we conduct business. |
Outbreaks of civil and political unrest
and acts of terrorism have occurred in countries close to or where we may seek an acquisition. Continued or escalated civil and
political unrest and acts of terrorism in the countries in which we may operate could result in our curtailing operations or delays
in project completions. In the event that countries in which we may operate experience civil or political unrest or acts of terrorism,
especially in events where such unrest leads to an unseating of the established government, our operations could be materially
impaired. Our potential international operations may also be adversely affected, directly or indirectly, by laws, policies, and
regulations of the United States affecting foreign trade and taxation, including U.S. trade sanctions. Realization of any of the
factors listed above could materially and adversely affect our financial condition, results of operations, or cash flows.
We may reincorporate in another
jurisdiction in connection with our initial business combination and such 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, reincorporate in the jurisdiction
in which the target company or business is located. The transaction may require a shareholder to recognize taxable income in the
jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity.
We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding
taxes or other taxes with respect to their ownership of us after the reincorporation.
If we effect our initial business combination
with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks
that may negatively impact our operations.
If we effect our initial business combination
with a company with operations or opportunities outside of the United States, 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; |
| |
· |
tariffs and trade barriers; |
| |
· |
regulations related to customs and import/export matters; |
| |
· |
tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
| |
· |
currency fluctuations and exchange controls; |
| |
· |
challenges in collecting accounts receivable; |
| |
· |
cultural and language differences; |
| |
· |
employment regulations; |
| |
· |
crime, strikes, riots, civil disturbances, 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, our operations might suffer, which may adversely impact our results of operations
and financial condition.
After our initial business combination,
it is possible that a majority of our officers and directors will live outside the United States and all of our assets will be
located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal
rights.
It is possible that after our initial business
combination, a majority of our officers and directors will reside outside of the United States and all of our assets will be located
outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States
to enforce their legal rights, to effect service of process upon all of our officers or directors or to enforce judgments of United
States courts predicated upon civil liabilities and criminal penalties on our officers and directors under United States laws.
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.
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.
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.
We employ a mail forwarding service,
which may delay or disrupt our ability to receive mail in a timely manner.
Mail addressed to the us and received at our registered office
will be forwarded unopened to the forwarding address supplied by us to be dealt with. Neither us nor any of our directors, officers,
or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any
responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate
with us.
Use
of Proceeds
We are offering 17,500,000 units 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 private 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 units offered to public(1) | |
$ | 175,000,000 | | |
$ | 201,250,000 | |
| Gross proceeds from private placement units offered in the private placement | |
| 5,875,000 | | |
| 5,875,000 | |
| Total gross proceeds | |
$ | 180,875,000 | | |
$ | 207,125,000 | |
| | |
| | | |
| | |
| Offering expenses(2) | |
| | | |
| | |
| Underwriting commissions (2.5% of gross proceeds from units offered to public, excluding deferred portion)(3) | |
$ | 4,375,000 | | |
$ | 4,375,000 | |
| Legal fees and expenses | |
| 300,000 | | |
| 300,000 | |
| Accounting fees and expenses | |
| 30,000 | | |
| 30,000 | |
| SEC/FINRA Expenses | |
| 52,644 | | |
| 52,644 | |
| Travel and road show | |
| 20,000 | | |
| 20,000 | |
| Nasdaq listing and filing fees | |
| 5,000 | | |
| 5,000 | |
| Printing and engraving expenses | |
| 35,000 | | |
| 35,000 | |
| Miscellaneous | |
| 57,356 | | |
| 57,356 | |
| Total offering expenses (excluding underwriting commissions) | |
$ | 500,000 | | |
$ | 500,000 | |
| Proceeds after offering expenses | |
$ | 176,000,000 | | |
$ | 202,250,000 | |
| Held in trust account(3) | |
$ | 175,000,000 | | |
$ | 201,250,000 | |
| % of public offering size | |
| 100 | % | |
| 100 | % |
| Not held in trust account | |
$ | 1,000,000 | | |
$ | 1,000,000 | |
The following table shows the use of the approximately $1,000,000
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) | |
$ | 300,000 | | |
| 30.0 | % |
| Director and officer liability insurance premiums | |
| 150,000 | | |
| 15.0 | % |
| Legal and accounting fees related to regulatory reporting obligations, including certain regulatory fees | |
| 150,000 | | |
| 15.0 | % |
| Nasdaq continued listing fees | |
| 75,000 | | |
| 7.5 | % |
| Administrative and support services | |
| 240,000 | | |
| 24.0 | % |
| Working capital to cover miscellaneous expenses | |
| 85,000 | | |
| 8.5 | % |
| Total | |
$ | 1,000,000 | | |
| 100.0 | % |
| (1) | Includes amounts payable to public shareholders who properly redeem their shares in connection
with our successful completion of our initial business combination. |
| (2) | A portion of the offering expenses have been paid from the proceeds
of loans from our sponsor of up to $300,000 as described in this prospectus. As of October 9, 2020,
we had borrowed $15,000 under the promissory note with our sponsor. These loans will be repaid
upon completion of this offering out of the $1,500,000 of offering proceeds that has been allocated for the payment of offering
expenses (other than underwriting commissions) and amounts not to be held in the trust account. In the event that offering expenses
are less than as 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 equal to 3.5% of the gross proceeds of the base offering
and 5.5% of the gross proceeds of any over-allotment closing. Upon completion of our
initial business combination, $6,125,000 (or up to $7,568,750 if the underwriters’
over-allotment option is exercised in full), which constitutes the underwriters’
deferred commissions will be paid to the underwriters from the funds held in the trust
account, and 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. If the underwriters’ over-allotment option
is exercised, $0.55 per over-allotment option unit, or up to $1,443,750 in the aggregate,
will be deposited in the trust account as deferred underwriting commissions and will
only be payable upon consummation of our initial business combination. Cantor will not
be entitled to any interest accrued on the deferred underwriting discounts and commissions. |
| (4) | Includes organizational and administrative expenses and may include amounts related to above-listed
expenses in the event actual amounts exceed estimates. |
| (5) | We estimate that our out-of-pocket expenses for this offering will be approximately $500,000. |
| (6) | 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 a business combination based upon the level of complexity of such business combination.
In the event we identify an acquisition 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. Based on current interest rates, we
would expect approximately $297,500 to be available to us from interest earned on the funds held in the trust account over 12 months
following the investment of such funds in specified U.S. Government Treasury bills, however, we can provide no assurances regarding
this amount. This estimate assumes no exercise of the underwriters’ overallotment option and an interest rate of 0.17% per
annum based upon current yields of securities in which the trust account may be invested. 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 would 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. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per
unit, at the option of the lender. The units (and the underlying securities) would be identical to the private placement units
(and the underlying securities). The terms of such loans by our sponsor, affiliate of our sponsor, or certain of 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. |
| (7) | 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. |
Nasdaq rules provide that at least
90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the
net proceeds of this offering and the sale of the private placement units, $175,000,000 (or $201,250,000 if the underwriters’
over-allotment option is exercised in full), including $6,125,000 (or up to $7,568,750 if the underwriters’ over-allotment
option is exercised in full) of deferred underwriting commissions, will, upon the consummation of this offering, be invested only
in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Based on current
interest rates, we estimate that the interest earned on the trust account will be approximately $297,500 per year, assuming no
exercise of the underwriters’ overallotment option and an interest rate of 0.17% per year, following the investment of such
funds in specified U.S. government treasury bills or in specified money market funds. We will not be permitted to withdraw any
of the principal or interest held in the trust account except for the withdrawal of interest to pay taxes, if any, the proceeds
from this offering and the sale of the private placement units will not be released from the trust account until the earliest of
(i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering
or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and
(iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months
from the closing of this offering, subject to applicable law.
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, 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.
We believe that amounts not held in trust
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 affiliates, but such persons are not under any obligation to advance funds
to, or invest in, us.
Upon the listing of our securities on the Nasdaq, we will reimburse our sponsor for office
space, secretarial and administrative services provided to members of our management team, in the amount of $10,000 per month.
Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of this offering,
our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of October 9,
2020, we had borrowed $15,000 under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and are
due at the earlier of December 31, 2021, or the closing of this offering. These loans 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 would 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. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per
unit, at the option of the lender. The units (and the underlying securities) would be identical to the private placement units
(and the underlying securities). 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.
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, or their respective affiliates may also purchase shares in privately
negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
Please see “Proposed Business — Permitted Purchases of Our Securities” for a description of how such persons
will determine which shareholders to seek to acquire shares from. 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. However, such persons 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.
Our amended and restated memorandum and
articles of association provide that we may only redeem our public shares so long as our net tangible assets are at least $5,000,001
either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees
and commissions (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 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 earlier to occur of: (i) the completion of our initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete
our initial business combination within 24 months from the closing of this offering, subject to applicable law. In no other circumstances
will a public shareholder have any right or interest of any kind to or in the trust account.
Our sponsor, our directors, and our
officers 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 private 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. Cantor will have the same redemption rights
as public stockholders with respect to any public shares it may hold, if any, but Cantor will not have any redemption rights with
respect to the private placement shares it holds. In addition, our sponsor, officers and directors have agreed to waive their
rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if
we fail to complete our initial business combination within the prescribed time frame. Cantor has agreed to waive its rights (i) to
its deferred underwriting commission held in the trust account and (ii) to redeem its private placement shares, in the event
we do not complete our initial business combination within 24 months from the closing of this offering 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. However, if our sponsor, any of our officers or directors, Cantor or any of their respective
affiliates 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 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 and we will only pay such
dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. In addition,
our board of directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable
future, except if we increase the size of the offering, in which case we will effect a capitalization or share surrender or redemption
or other appropriate mechanism immediately prior to the consummation of the offering in such amount as to maintain the ownership
of our initial shareholders prior to this offering at 20% of our issued and outstanding ordinary shares (excluding any shares underlying
either the private placement units or any units our initial shareholders may purchase in this offering) upon the consummation of
this offering. 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 share, assuming no value is attributed to the warrants included in the units we are offering pursuant
to this prospectus or the private placement warrants, and the pro forma net tangible book value per ordinary share 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 private 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 issued and outstanding Class A ordinary shares.
At October 9, 2020, our net tangible
book value was a deficit of $18,952 or approximately $(0.00) per Class B ordinary share. After giving effect to the sale of
17,500,000 Class A ordinary shares included in the units we are offering by this prospectus, the sale of the private placement
units and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value
at October 9, 2020, would have been $5,000,009 or $0.84 per share, representing an immediate increase in net tangible book
value (as decreased by the value of the approximately 16,489,510 Class A ordinary shares that may be redeemed for cash and
assuming no exercise of the underwriters’ over-allotment option) of $0.84 per share to our sponsor as of the date of this
prospectus and an immediate dilution of $9.16 per share or 91.6% to our public shareholders not exercising their redemption rights.
The dilution to new investors if the underwriters exercise the over-allotment option in full would be an immediate dilution of
$9.26 per share or 92.6%.
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 private placement warrants:
| Public offering price | |
| | | |
$ | 10.00 | |
| Net tangible book value before this offering | |
$ | (0.00 | ) | |
| | |
| Increase attributable to new investors | |
$ | 0.84 | | |
| | |
| Pro forma net tangible book value after this offering and the sale of the private placement units | |
| | | |
| 0.84 | |
| Dilution to public shareholders | |
| | | |
$ | 9.16 | |
| Percentage of dilution to new investors | |
| | | |
| 91.6 | % |
For purposes of presentation, we have reduced
our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ over-allotment option)
by $164,895,100 because holders of up to approximately 94.2% of our public shares may redeem their shares for a pro rata share
of the aggregate amount then on deposit in the trust account at a per-share redemption price equal to the amount in the trust account
as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior
to the commencement of our tender offer or general meeting, including interest (which interest shall be net of taxes payable) divided
by the number of Class A ordinary shares sold in this offering).
The following table sets forth information
with respect to our sponsor and the public shareholders:
| | |
Shares Purchased | | |
Total Consideration | | |
Average
Price per | |
| | |
Number | | |
Percentage | | |
Amount | | |
Percentage | | |
Share | |
| Sponsor(1)(2) | |
| 4,375,000 | | |
| 19.48 | % | |
$ | 25,000 | | |
| 0.01 | % | |
$ | 0.006 | |
| Private placement Purchasers | |
| 587,500 | | |
| 2.62 | % | |
| 5,875,000 | | |
| 3.25 | % | |
| 10.00 | |
| Public Shareholders | |
| 17,500,000 | | |
| 77.90 | % | |
| 175,000,000 | | |
| 96.74 | % | |
| 10.00 | |
| | |
| 22,462,500 | | |
| 100.00 | % | |
$ | 180,900,000 | | |
| 100.00 | % | |
| | |
| (1) | Assumes the full forfeiture of 656,250 Class B ordinary shares that are subject to forfeiture by our initial shareholders
depending on the extent to which the underwriters’ over-allotment option is exercised. |
| (2) | Assumes conversion of Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The dilution to
public shareholders would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in
the issuance of Class A ordinary shares on a greater than one-to-one basis upon such conversion. |
The pro forma net tangible book value per share after the offering
is calculated as follows:
| Numerator: | |
| |
| Net tangible book value before this offering | |
$ | 18,952 | |
| Proceeds from this offering and sale of the private placement units, net of expenses | |
| 176,000,000 | |
| Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering | |
| 39,061 | |
| Less: deferred underwriters’ commissions payable | |
| (6,125,000 | ) |
| Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001 | |
| (164,895,100 | ) |
| | |
$ | 5,000,009 | |
| Denominator: | |
| | |
| Class B ordinary shares issued and outstanding prior to this offering | |
| 5,031,250 | |
| Shares forfeited if over-allotment is not exercised | |
| (656,250 | ) |
| Class A ordinary shares included in the units offered | |
| 17,500,000 | |
| Private placement shares | |
| 587,500 | |
| Less: shares subject to redemption to maintain net tangible assets of $5,000,001 | |
| (16,489,510 | ) |
| | |
| 5,972,990 | |
Capitalization
The following table sets forth our capitalization
at October 9, 2020, and as adjusted to give effect to the sale of our 17,500,000 units in this offering for $175,000,000 (or
$10.00 per unit) and the sale of 587,500 private placement units for $5,875,000 (or $10.00 per unit) and the application of the
estimated net proceeds derived from the sale of such securities:
| | |
October 9, 2020 | |
| | |
Actual | | |
As Adjusted(1) | |
| Deferred underwriting commissions | |
$ | — | | |
$ | 6,125,000 | |
| Notes payable(2) | |
| 15,000 | | |
| — | |
| Class A ordinary shares subject to redemption, $0.001 par value, 0 and 16,489,510 Class A ordinary shares subject to possible redemption, actual and as adjusted, respectively(3) | |
| — | | |
| 164,895,100 | |
| | |
| | | |
| | |
| Shareholders’ equity: | |
| | | |
| | |
| Preference shares, $0.001 par value, 1,000,000 shares authorized; no shares issued or issued and outstanding (actual and as adjusted) | |
| — | | |
| — | |
| Ordinary shares, $0.001 par value, 110,000,000 shares authorized (actual and adjusted) | |
| | | |
| | |
| Class A ordinary shares, 100,000,000 shares authorized; no shares issued or issued and outstanding (actual); 0 shares authorized; 1,597,990 shares issued and outstanding (excluding 16,489,510 shares subject to redemption) (as adjusted) | |
| — | | |
| 1,598 | |
| Class B ordinary shares, 5,031,250 shares authorized (actual and as adjusted); 5,031,250(4) shares issued and outstanding (actual); 4,375,000(4) shares issued and outstanding (as adjusted) | |
| 5,031 | | |
| 4,375 | |
| Additional paid-in capital(5) | |
| 19,969 | | |
| 4,998,927 | |
| Accumulated deficit | |
| (4,891 | ) | |
| (4,891 | ) |
| Total shareholders’ equity | |
| 20,109 | | |
| 5,000,009 | |
| Total capitalization | |
$ | 35,109 | | |
$ | 176,020,109 | |
| (1) | Assumes the full forfeiture of 656,250 shares that are subject to forfeiture by our initial shareholders
depending on the extent to which the underwriters’ over-allotment option is exercised. The proceeds of the sale of such shares
will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they
be eligible to vote upon the initial business combination. |
| (2) | Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used
for a portion of the expenses of this offering. As of October 9, 2020, we had borrowed $15,000 under the promissory note with
our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021, or the closing
of this offering. These loans will be repaid upon the closing of this offering out of the offering proceeds not held in the trust
account. |
| (3) | Upon the completion of our initial business combination, we will provide our public 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
(which interest shall be net of taxes payable) subject to the limitations described herein whereby our net tangible assets will
be maintained at a minimum of $5,000,001 upon consummation of our initial business combination and any limitations (including,
but not limited to, cash requirements) created by the terms of the proposed business combination. The “as adjusted”
amount of ordinary shares subject to redemption equals the “as adjusted” total assets of $176,020,109 less the “as
adjusted” total liabilities of $6,125,000 less the “as adjusted” shareholders’ equity of $5,00,009. The
value of ordinary shares that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by
16,489,510 ordinary shares, which is the maximum number of ordinary shares that may be redeemed for a $10.00 purchase price per
share and still maintain $5,000,001 of net tangible assets either immediately prior to or upon consummation of our initial business
combination. |
| (4) | Actual share amount is prior to any forfeiture of founder shares by our initial shareholders and as adjusted share amount assumes
no exercise of the underwriters’ over-allotment option. |
| (5) | The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total shareholder’s
equity of $5,000,009 less ordinary shares (par value) of $5,973 plus the accumulated deficit of $4,891. |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a blank check company incorporated
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 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. We intend to effectuate our initial business combination using cash from the proceeds of
this offering and the sale of the private placement units, the proceeds of the sale of our securities in connection with our initial
business combination (pursuant to forward purchase contracts or backstop agreements we may enter into following the consummation
of this offering or otherwise), our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares
in a business combination:
| · | may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution
provisions in 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 ordinary shares if preference shares are 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; |
| · | 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,
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; |
| · | 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 October 9, 2020, we had no cash and a working capital deficit of $18,952. Further, we expect to continue to
incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete
our initial business combination will be successful.
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 expect to 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 have been satisfied
prior to completion of this offering through advances on behalf of the company of $25,000 from the sale of the founder shares to
our sponsor and up to $300,000 in loans from our sponsor under an unsecured promissory note. As of October 9, 2020, we had
borrowed $15,000 under the unsecured promissory note. We estimate that the net proceeds from (i) the sale of the units in
this offering, after deducting offering expenses of approximately $500,000 and underwriting commissions of $6,125,000 (or $7,568,750
if the over-allotment option is exercised in full), and (ii) the sale of the private placement units for a purchase price
of $5,875,000 in the aggregate), will be $176,000,000 (or $202,250,000 if the underwriters’ over-allotment option is exercised
in full). Of this amount, $175,000,000 (or $201,250,000 if the underwriters’ over-allotment option is exercised in full),
including $6,125,000 (or up to $7,568,750 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting
commissions, will be deposited into a non-interest bearing trust account. The funds in the trust account will be invested only
in specified U.S. government treasury bills or in specified money market funds. The remaining $1,000,000 will not be held in the
trust account. In the event that our offering expenses exceed our estimate of $500,000 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 $500,000, the amount
of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the
funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall
be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw
interest to pay 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. To the extent that our ordinary shares 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 $1,000,000 of proceeds held outside the trust account. We will use these funds
primarily to 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, structure, negotiate and complete a business combination, and
to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.
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 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 the trust account to repay such loaned amounts but no proceeds from our trust
account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per
unit, at the option of the lender. The units (and the underlying securities) would be identical to the private placement units
(and the underlying securities). 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.
We expect our primary liquidity requirements
during that period to include approximately: $300,000 for legal, accounting, due diligence, travel and other expenses associated
with structuring, negotiating and documenting any business combinations; $150,000 for director and officer liability insurance
premiums; $150,000 for legal and accounting fees related to regulatory reporting requirements, including certain regulatory fees;
$75,000 for Nasdaq continued listing fees; $240,000 for office space, administrative and support services; and $85,000 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
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.
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 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 business combination. If we are unable to complete our initial business combination because we do not have sufficient funds
available to us, we will be forced to 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, 2021. Only in the
event that we are deemed to be a large accelerated filer or an accelerated filer 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 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 expenses 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 auditors to audit and render an opinion on such report when required by Section 404.
The independent auditors may identify additional issues concerning a target business’s internal controls while performing
their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures
about Market Risk
The net proceeds of this offering and the
sale of the private placement units held in the trust account will be invested in U.S. government treasury bills with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,
which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe
there will be no associated material exposure to interest rate risk.
Related Party Transactions
In October 2020, our sponsor paid
$25,000, or approximately $0.005 per share, to cover certain of our offering costs in exchange for 5,031,250 founder shares (up
to 656,250 shares of which are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters’
over-allotment option is exercised). The purchase price of the founder shares was determined by dividing the amount of cash contributed
to the company by the number of founder shares issued. As such, our initial shareholders will own 20% of our issued and outstanding
shares (excluding any shares underlying either the private placement units or any units our initial shareholders may purchase in
this offering) after this offering. If we increase or decrease the size of the offering, we will effect a capitalization or share
surrender or redemption or other appropriate mechanism, as applicable with respect to our Class B ordinary shares immediately
prior to the consummation of the offering in such amount as to maintain the ownership of founder shares our initial shareholders
at 20% of our issued and outstanding ordinary shares (excluding any shares underlying either the private placement units or any
units our initial shareholders may purchase in this offering) upon the consummation of this offering . Our sponsor does not intend
to purchase any units in this offering.
Our sponsor, officers and directors, or
any of their respective affiliates, will be reimbursed for any bona-fide, documented 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 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.
Prior to the closing of this offering,
our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of October 9,
2020, we had borrowed $15,000 under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and are
due at the earlier of December 31, 2021, or the closing of this offering. These loans 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 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 the trust account to repay such loaned amounts but no proceeds from our trust account would be
used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option
of the lender. The units (and the underlying securities) would be identical to the private placement units (and the underlying
securities). 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.
In addition, our sponsor and Cantor
have committed to purchase an aggregate of 587,500 private placement units at a price of $10.00 per unit ($5,875,000 in the aggregate)
in a private placement that will close simultaneously with the closing of this offering. Each private placement unit consists
of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A
ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Our sponsor and Cantor will be permitted
to transfer the private placement units they hold to certain permitted transferees, including their respective directors, officers,
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. In addition, the private placement units (and underlying
securities) will not, subject to certain limited exceptions, be transferable or salable until 30 days after the completion of
our initial business combination. The private placement warrants will not be redeemable by us so long as they are held by the
initial purchasers or their respective permitted transferees. If the private placement warrants are held by holders other than
the initial purchasers or their respective permitted transferees, the private placement warrants will be redeemable by us and
exercisable by the holders on the same basis as the shares and warrants included in the units being sold in this offering. Otherwise,
the private placement units (and the underlying securities) have terms and provisions that are identical to those of the units
being sold in this offering.
Pursuant to a registration rights agreement
we will enter into with our sponsor, our directors, our officers, and Cantor on or prior to the closing of this offering, we may
be required to register the offer and sale of certain securities 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 three
demands that we register the offer and sale of certain of our securities held by them under the Securities Act and to have the
resale of the securities covered thereby registered pursuant to Rule 415 under the Securities Act. In addition, these holders
have the right to include the offer and sale of their securities in other registration statements filed by us. However, the registration
rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective
until the offer and sale of the securities covered thereby are released from their lock-up restrictions, as described herein.
We will bear the costs and expenses of filing any such registration statements. See “Certain Relationships and Related Party
Transactions.”
In addition, for as long as the private placement units are held by Cantor Fitzgerald or its designees or affiliates, they will be subject
to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the commencement
of sales of this offering.
Off-Balance Sheet Arrangements; Commitments
and Contractual Obligations; Quarterly Results
As of October 9, 2020, 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.
JOBS Act
On April 5, 2012, the JOBS Act was
signed into law. 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, (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 Chief Executive Officer’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.
Proposed
Business
General
We are a blank check company incorporated
on October 2, 2020, 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, which we refer to
throughout this prospectus as our initial business combination. We have generated no revenues to date and we do not expect that
we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected
any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,
directly or indirectly, with any business combination target with respect to an initial business combination with us.
While we may pursue a business combination
target in any business or industry and across any geography, we intend to focus our search on businesses that have an enterprise
value in excess of $600 million, are currently in the leisure, hospitality, travel, and related services sectors, and we expect
have interesting business positioning in the United States, as well as Latin America, Caribbean and European markets and beyond.
We expect to benefit from the 40 years of combined experience
and in-depth knowhow of our management team in real estate and hospitality investments, asset management and operations, and over
70 years’ combined experience in transaction, finance, and investment advisory experience. Members of our management team
have substantial track records, individually and/or through their respective firms, of investing in the sectors that we intend
to focus on, including the acquisition and/or development of over 70 hotels and/or resorts as well as the asset management and
operations of over 280 hotels and/or resorts. Our team has completed hospitality and/or real estate related transactions with an
aggregate value of over $4 billion and additional non-real estate transactions with a combined value of over $29 billion. Moreover,
one of our directors previously raised a combined $325 million in three prior special purpose acquisition companies, or SPACs.
Our management team is led by Orestes
Fintiklis, who serves as our Chief Executive Officer and who will serve as our Chairman of our Board of Directors upon the effectiveness
of the registration statement of which this prospectus is a part. Dimitrios Athanasopoulos serves as our Chief Financial Officer,
Treasurer, and Director. Together, Mr. Fintiklis and Mr. Athanasopoulos have more than 35 years of combined experience
in acquisitions of businesses, corporate finance and advisory across a broad range of industries, across both expansionary and
recessionary market cycles. Mr. Fintiklis and Mr. Athanasopoulos now lead our sponsor, ITHAX Acquisition Sponsor
LLC.
Orestes Fintiklis has more than 15 years of experience in hospitality
investment and asset management and is the Founder and Managing Partner of Ithaca Capital Partners, or Ithaca, a private equity
real estate investment management company. In the past three years alone, Ithaca has acquired and/or asset-managed five hospitality
businesses, including the acquisition of iconic and award-winning hotels such as the JW Marriott Panama and W Hotel Bogota (which,
in 2020, readers of Condé Nast Traveler voted as the fourth best hotel in Latin America and the 10th best hotel in the world).
He oversees all aspects of Ithaca, including sourcing, acquisitions, structuring, strategy, asset management and disposals. Mr.
Fintiklis joined Dolphin Capital Partners in June 2007, and served as a partner from December 2013 to January 2017. Dolphin Capital
Partners raised approximately $600 million of equity since June 2007 and raised and invested a total of approximately $1.1 billion
of equity since December 2005 into multiple hotels and resorts. Prior to that, he was an attorney at Clifford Chance LLC in London
and Brussels from August 2004 to August 2006. Mr. Fintiklis has a bachelor’s degree in law (Jurisprudence)
from Oxford University (England), where he graduated first in his class, and holds a Master’s Degree in Business Administration
with distinction from INSEAD Business School (France). He is a director in multiple hospitality and real estate private companies
and is an active member of YPO.
Dimitrios Athanasopoulos is a Founding
Partner, Group Managing Director and member of the Executive Committee of AXIA Ventures Group, or AXIA. AXIA is a leading, independent,
privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices in Nicosia,
Greece, Athens, New York, London, Milan and Lisbon. Since joining AXIA in December 2008, Mr. Athanasopoulos has been
involved in real estate transactions with an aggregate transaction value of more than $3 billion and non-real estate transactions
with overall value of over $28 billion. From November 2000 to November 2008, he served as an executive in family offices
and prior to that, he worked in the Private Wealth Management divisions of Salomon Smith Barney and Morgan Stanley in New York.
Mr. Athanasopoulos holds a B.B.A. in Finance and Investments from the Zicklin School of Business, Baruch College.
Carlos N. Guimarães will serve
on our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Since 2009,
Mr. Guimarães has served as the Chairman of LAIG Investments, an investment company focused on the energy sector across
Latin America. From July 2007 to February 2009, he was the Chairman and Co-Founder of Invest Tur Brasil, a pioneer in
resort developments in Brazil, which raised $503 million in the public markets and listed on the São Paulo stock exchange
that is now known as the B3. Mr. Guimarães led Invest Tur Brasil’s merger with LA Hotels in 2009, which created
Brazil Hospitality Group (BHG). Within one year of the merger, BHG became the third-largest hotel operator in Brazil with over
5,800 rooms under management. From January 2005 to December 2006, Mr. Guimarães was the Private Sector Coordinator
for the Inter-American Development Bank (IADB), in Washington, D.C., where he was responsible for developing and implementing
the strategic direction for all private sector activities of the IADB Group. Prior to that, from May 2000 to November 2004
he was a Managing Director, Head of Latin America Investment Banking and Senior Client Officer for Citigroup. Mr. Guimarães
received a B.S. in economics from the Federal University of Rio de Janeiro and an M.B.A. from The Wharton School of the University
of Pennsylvania.
George Syllantavos will serve on our board
of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Syllantavos co-founded
in February 2013 and has served since then as the Chief Executive Officer of, Nautilus Energy Management Corp. (not affiliated
with Nautilus Offshore Services Inc.), a maritime energy services company involved in maritime project business development and
ship management focusing on the dry-bulk tanker and gas sectors. Mr. Syllantavos also serves as a director of Sevenseas Investment
Fund (Luxembourg-regulated), a maritime assets investment fund. In addition, he serves as the Co-Chief Executive Officer, Chief
Financial Officer, Secretary and Director of Growth Capital Acquisition Corp., a special purpose acquisition company. Mr. Syllantavos
served as co-Chief Executive Officer, Chief Financial Officer, Secretary and Director of Stellar Acquisition III, Inc. from
December 2015 until its business combination in December 2018 with Phunware, Inc. (Nasdaq: PHUN), a company that
provides fully-integrated enterprise cloud platform for mobile, and has served as a director of Phunware, Inc. since such
date. From May 2011 until February 2013, Mr. Syllantavos co-founded and served as Co-Chief Executive Officer and
Chief Financial Officer of Nautilus Marine Acquisition Corp. (Nasdaq: NMAR), or Nautilus Marine, a special purpose acquisition
company that completed an initial public offering on July 16, 2011, and was listed on the Nasdaq. He served as the Chief Financial
Officer of Nautilus Marine’s successor, Nautilus Offshore Services, Inc., an offshore service vessel owner, from February 2013
until April 2014. From May 2005 to November 2007, he served as the Chief Financial Officer, Secretary, and Director
of Star Maritime Acquisition Corp. (AMEX: SEA), and from November 2007 to August 2011, he served as Chief Financial Officer,
Secretary and Director of the successor company, Star Bulk Carriers Corp. (Nasdaq: SBLK), a dry-bulk ship-owning company. Previously,
Mr. Syllantavos held multiple executive, director and leadership roles in the maritime and shipping, aviation, energy, and
telecommunications industries, including serving as a financial advisor to Hellenic Telecommunications Organization S.A., where
he assisted with the company’s listing on the New York Stock Exchange (NYSE: OTE) that raised $1.1 billion. From September 2009
to December 2016, he was the President, Secretary, Treasurer and sole director of BTHC X, Inc. (OTCBB: BTXI). Mr. Syllantavos
has a B.Sc. in Industrial Engineering from Roosevelt University in Chicago and an M.B.A. in Operations Management, International
Finance and Transportation Management from the Kellogg Graduate School of Management at Northwestern University.
Rahul Vir will serve on our board of directors
upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Vir is a hospitality executive
with a distinguished career overseeing multiple operational facets of more than 260 hotels. He has held various leadership roles
during his 25 years Marriott International, Inc. (Nasdaq: MAR). Since January 2020, he has served as Vice President
for Owner & Franchise Relations and Marriott Select Brands for the Caribbean and Latin America. From February 2013
to December 2019, he was Area Vice President for the Caribbean and Latin America overseeing hotel portfolios in Central and
South America. Prior to that and at the beginning of his career, Mr. Vir had even more hands-on experience in the travel,
hospitality and leisure sectors, as General Manager of multiple hotels in the United States and Brazil from February 2004
to February 2013.
The past performance of our management
team, Ithaca, and AXIA is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to identify a suitable candidate for our initial business combination. Mr. Syllantavos
and certain members of AXIA’s management team have had management experience with blank check companies. None of our other
officers or directors, Ithaca, nor its respective officers, directors, employees, or affiliates, have had management experience
with blank check companies or special purpose acquisition corporations in the past. You should not rely on their respective historical
records or performance as indicative of our future performance.
Business Strategy
The COVID-19 pandemic has caused severe
disruptions in businesses across the hospitality, travel, and leisure markets and related services sectors. These dislocations
have been more pronounced in the private markets leading to an arbitrage in valuations of comparable entities between public and
private domains. Our initial business combination and value creation strategy will focus on identifying a private company in the
target sectors with a sound business and operating model and prospects, at a valuation that is attractive as compared to publicly-traded
companies in the same target sector.
We believe that businesses in the target
sectors can reap substantial benefits by being publicly listed and/or well capitalized as they can subsequently take advantage
of market conditions in order to expand their businesses through organic growth, further acquisitions and/or sector consolidation.
We will aim to source business combination
opportunities through our management team’s deep and extensive business networks and proprietary channels, including but
not limited to, investors and business owners, operators, financial institutions, board members, executives, lawyers, brokers and
other real estate advisors.
Business Combination Criteria
Consistent with our business strategy,
we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target
businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may
decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and
guidelines.
| · | Risk-adjusted returns arbitrage: We intend to effect a business combination that, based
on historic and estimated future return multiples and other customary metrics, offers a superior risk-adjusted return to those
of comparable publicly-traded companies. |
| · | Target Size: We will focus on target businesses with an enterprise value in excess of $600
million, determined in the sole discretion of our officers and directors according to reasonably-accepted valuation standards and
methodologies. We are confident that businesses of this size typically have a well-established business model, which will avoid
the risks associated with startup or early stage and subscale businesses, while simultaneously possessing significant potential
for growth and value creation. We also believe that through our current relationships and network of our management team, we will
have strong access to businesses of this size. |
| · | Sound business model, competitive advantages and revenues/market share growth potential:
We intend to seek target businesses that benefit from a sound business model and sustainable competitive advantages such as market
and/or cost leadership, branding, barriers to entry and other differentiated elements that allow the target to utilize its unique
advantages and current market conditions to swiftly increase its revenues and market share. We will also seek to identify businesses
that have significant underexploited expansion potential and/or have been underinvested in by prior ownership, and/or embed unrecognized
value characteristics. Our management team has significant experience in delivering growth through cultivating untapped business
opportunities. |
| · | Potential growth through further acquisitions: We will pursue targets whose strategic positioning,
existing sales and operational networks, geography and management teams would allow them to expand quickly through ad-on acquisitions.
Our ability to sources such ad-on opportunities as well as the market dislocations caused by the pandemic will allow the business
combination to serve as a platform for such a rapid expansion. |
| · | Management teams with a proven track record: We intend to seek business combination candidates
with committed, experienced and talented management teams, whose interests are aligned to those of our shareholders. We will target
management teams with track records of past strategic and operational excellence that have been proven to drive both top and bottom
lines. Our own management team shall complement existing management and, where necessary, we may also look to enhance the capabilities
of the target business’s management team by recruiting additional talent through our management team’s network of contacts. |
| · | Leveraging capabilities of our Management Team: We will seek to acquire targets that can
benefit from our management team’s experiences and established network. Our management team has extensive experience in acquiring,
restructuring, asset-managing and growing businesses in the real estate, hospitality, travel and leisure sectors, which we believe
will offer substantial advantages to the business combination. |
| · | Benefit from Being a Public Company: We shall pursue a business combination with a company
that will benefit from being publicly-traded and can effectively utilize the broader access to public profile and capital that
are associated with being a publicly-traded company. |
| · | Strong free cash flow characteristics: We will seek candidates with a history or a path
to strong free cash flow generation. We also intend to focus on combinations that have predictable, defensible and recurring revenue
streams, appropriate cost controls, low working capital requirements and those that present opportunities for revenue growth through
accretive capital investment. |
| · | Capital Structure and working capital: Additional capital investment through a business
combination may benefit potential targets, not only by providing expansion opportunities, but also by recapitalizing existing financial
obligations and optimizing capital structure and working capital cycle. |
| · | Other criteria: In evaluating prospective targets, we may also consider criteria such as
general financial condition, capital requirements, internal structure, corporate governance, the impact of current and future regulations,
licensing and other market and geographic-specific conditions. |
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based 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 a 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 proxy solicitation or tender offer materials, as applicable, that
we would file with the SEC.
Our Business Combination Process
In evaluating a prospective target business,
we expect to conduct a thorough due diligence review which will encompass, among other things, (i) meetings with incumbent
management and their advisors (if applicable); (ii) document reviews; (iii) interviews with various stakeholders, including,
but not limited to, employees, customers and suppliers; (iv) on-site inspection of facilities; and (v) reviewing financial,
operational, legal and other information which will be made available to us.
Our acquisition criteria, due diligence
processes, and value creation methods 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.
Sourcing of Potential Business Combination Targets
We believe that the operational and transactional
experience of our management team and the relationships they have developed as a result of such experience, will provide us with
a substantial number of potential business combination targets. These individuals and entities have developed a broad network of
contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses
and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant
experience in executing transactions under varying economic and financial market conditions. We believe that these networks of
contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition,
we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment
market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.
We are not prohibited from pursuing an
initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or making
the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event
we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm
that our 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. 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 may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties
under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations
that may take priority over their duties to us.
Other Acquisition Considerations
Members of our management team may directly
or indirectly own our ordinary shares or private placement units following this offering, and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently
has, and in the future any of our officers and directors may have additional, fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly,
subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition
opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she
will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented
from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any
director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction
in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any
vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our
officers or directors would materially undermine our ability to complete our business combination.
Our officers and directors are not prohibited
from becoming either a director or officer of any other special purpose acquisition company with a class of securities registered
under the Exchange Act.
Initial Business Combination
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 the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of
our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to
independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking
to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved
by a majority of our independent directors.
Unless we complete our initial
business combination with an affiliated entity, or our board of directors cannot independently determine the fair market
value of the target business or businesses, we are not required to obtain an opinion that the price we are paying for a
target is fair to our company from a financial point of view from any of the following: (i) an independent investment
banking firm; (ii) another independent firm that commonly renders valuation opinions for the type of company we are
seeking to acquire; or (iii) from an independent accounting firm. If no opinion is obtained, our shareholders will be
relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard
used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in
outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation
materials, as applicable, related to our initial business combination. We anticipate structuring our initial business
combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in
order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only
complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and 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. Even if the post-transaction company owns or
acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may
collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us
in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the issued and outstanding capital stock, shares or other equity interests of a target. In
this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity
interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of
such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If
our initial business combination involves more than one target business, the 80% of net assets test will be based on the
aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after this offering, we would
not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are
not listed on the Nasdaq at the time of our initial business combination.
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 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 initial business combination.
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. In this situation, the owners of the
target business would exchange their equity interests, shares and/or shares of stock in the target business for our shares or for
a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there
are various costs and obligations associated with being a public company, we believe target businesses will find this method a
more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial
public offering, there are additional expenses incurred in marketing, road show and public reporting efforts 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. Once public, we believe the target business would then have greater access to capital and an additional
means of providing management incentives consistent with shareholders’ interests. It 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 have
a negative view of us since we are a blank check company, without an operating history, and there is uncertainty relating to our
ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our trust account
in connection therewith.
We are an “emerging growth company,”
as defined in the JOBS Act. 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, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our ordinary shares that is held by non-affiliates exceeds $700 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 Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the end of the prior June 30th,
or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares
held by non-affiliates exceeds $700 million as of the prior June 30th.
Financial Position
With funds available for a business combination
initially in the amount of $168,875,000 assuming no redemptions and after payment of $6,125,000 of deferred underwriting fees (or
$193,681,250 assuming no redemptions and after payment of up to $7,568,750 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,
we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete
our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility
to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its
needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be
available to us.
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 and the sale of the private placement units, our shares, debt
or a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently
intend to, 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, start-up companies or companies with speculative business plans or excess leverage,
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 may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may
effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust
account.
In the case of an initial business combination
funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination
would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There
are no prohibitions on our ability to raise funds privately or through loans in connection with 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.
Selection of a Target Business and Structuring of Our
Initial Business Combination
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 the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of
our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or
targets 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 or value of comparable businesses. Our shareholders will be relying on the business judgment
of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value
of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used
will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business
combination.
If our board is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from either (i) an independent
investment banking firm, (ii) another independent firm that commonly renders valuation opinions for the type of company we
are seeking to acquire, or (iii) an independent accounting firm, with respect to the satisfaction of such criteria. We do
not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject
to these requirements, 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 operations.
In any case, we will only complete an initial
business combination in which we own or acquire 50% or more of the issued and 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 net assets 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, (i) meetings with incumbent
management and their advisors (if applicable); (ii) document reviews; (iii) interviews with various stakeholders, including,
but not limited to, employees, customers and suppliers; (iv) on-site inspection of facilities; and (v) reviewing financial,
operational, legal and other information which will be made available to us.
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.
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. |
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. 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 such 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 legal reasons.
Under the Nasdaq’s listing rules,
shareholder approval would be required for our initial business combination if, for example:
| · | we issue Class A ordinary shares that will be equal to or in excess of 20% of the number of
Class A ordinary shares then issued and outstanding; |
| · | any of our directors, officers or substantial shareholders (as defined by 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 issued
and 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. |
Permitted Purchases of Our Securities
In the event 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, 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. There is no limit on the number of shares or warrants such persons may purchase. However, such persons have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time
of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote
necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions.
Such persons 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. 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. Subsequent to the consummation of this offering, we will adopt an insider
trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when
they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel 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.
In the event that our sponsor, directors,
officers, or their respective 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. 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.
The purpose of such purchases would be
to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder
approval of the business combination or (ii) 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. This 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 ordinary shares 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, directors, officers, or their
respective affiliates anticipate that they may identify the shareholders with whom our sponsor, directors, officers, or their respective
affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination.
To the extent that our sponsor, directors, officers, or their respective 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 the 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, directors, officers,
or their respective affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and
the other federal securities laws.
Any purchases by our sponsor, directors,
officers, 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, directors,
officers, or their respective affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act.
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 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 as of two business days
prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable)
divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay Cantor.
The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its
shares. Our sponsor, our directors, and our officers 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 private 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.
Cantor will have the same redemption rights as public shareholders with respect to any public shares it may hold, if any, but
Cantor will not have any redemption rights with respect to the private placement shares it holds.
Manner of Conducting Redemptions
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 either (i) in connection with a general meeting called to approve the 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 the law or stock exchange
listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval
while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder
approval. If we structure a business combination transaction with a target company in a manner that requires shareholder approval,
we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. 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 legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required
to comply with Nasdaq rules.
If 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 legal
reasons, 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. |
We expect that a final proxy statement
would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement
would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct
redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with
the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to
maintain our Nasdaq listing or Exchange Act registration.
In the event that we seek shareholder approval of our initial
business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the
redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we
will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative
vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general
meeting in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us,
our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by
them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that
at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their respective
permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public
shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
In addition, our sponsor, our directors, and our officers 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 private 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.
Cantor will have the same redemption rights as public stockholders with respect to any public shares it may hold, if any, but
Cantor will not have any redemption rights with respect to the private placement shares it holds.
If a shareholder vote is not required and
we do not decide to hold a shareholder vote for business or other legal reasons, we will, 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 our
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 a specified number
of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon
consummation of our initial business combination and after payment of underwriters’ fees and commissions (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.
Our amended and restated memorandum and
articles of association provide that we may not redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment
of underwriters’ fees and commissions (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 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 provide that a
public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to Excess Shares. 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 sponsor or its affiliates 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 if such holder’s shares are not purchased
by us or our sponsor or its affiliates 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, 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. Our sponsor, officers and directors have, pursuant to a letter
agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection
with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer
from our sponsor, officers and directors, and thereby becomes subject to the letter agreement, no such affiliate is subject to
this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market
purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.
Tendering Share Certificates in Connection with a Tender
Offer or Redemption Rights
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 (if any) to our transfer agent prior to the date set forth in the tender offer documents, or
up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy
materials, or to deliver their shares to the transfer agent electronically using the DWAC System, rather than simply voting against
the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy
such delivery requirements. 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 vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules,
the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement
would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement
would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct
redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders
to use electronic delivery of their public shares.
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 $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 business combination was approved, the company would contact such shareholder
to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option
window” after the completion of the business combination during which he or she could monitor the price of the company’s
shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before
actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion
of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the general meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination
is approved.
Any request to redeem such shares, once
made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set
forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not 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 24 months from the closing
of this offering.
Redemption of Public Shares and Liquidation if No Initial
Business Combination
Our sponsor, officers and directors have
agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are
unable to complete our initial business combination within such 24-month 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 (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by
the number of then issued and 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 Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month
time period.
Our sponsor, our officers, and our
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 their founder shares or private placement shares if we fail to complete our initial business
combination within 24 months from the closing of this offering. Cantor has agreed to waive its rights (i) to its deferred
underwriting commission held in the trust account and (ii) to redeem its private placement shares, in the event we do not
complete our initial business combination within 24 months from the closing of this offering 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. However, if our sponsor, our officers, and our directors or Cantor acquire public shares 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 24-month time period.
Our sponsor, officers and directors
have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to 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 24 months from the closing of this offering or (ii) with respect to the other provisions relating to shareholders’
rights or pre-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
issued and 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 either immediately prior to or upon consummation of our initial business combination and after
payment of 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.
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
$1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such
purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution,
to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to
release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds
of this offering and the sale of the private 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. While we intend to
pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors,
service providers (other than our independent auditors), 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
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. 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 are unable to complete
our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with
our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. 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 auditors) 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 amount of funds in the trust account
to below (i) $10.00 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 which may be withdrawn to pay taxes. This liability will not apply with respect 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. Because we are a blank check company,
rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire,
the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information
and technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable
against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We
have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that
our sponsor’s only assets are securities of our company. None of our other officers 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 (i) $10.00 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 which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our
independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be
substantially less than $10.00 per share.
We will seek to reduce the possibility
that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service
providers (other than our independent auditors), 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. We will have access to up to $1,000,000 from the proceeds of this offering and
the sale of the private placement units, with which to pay any such potential claims. 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. In the event that our offering expenses exceed our estimate of $500,000,
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 $500,000, the amount of funds we intend to be held outside the trust account would increase by a
corresponding amount.
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 laws, 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 or insolvency claims deplete the
trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we
file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws
as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency
court could seek to recover all amounts received by our shareholders. Furthermore, our board 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 upon the earlier of (i) the completion of our initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete
our initial business combination within 24 months from the closing of this offering, subject to applicable law. In no other circumstances
will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval
in connection with our initial business combination, a shareholder’s voting in connection with the business combination
alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account.
Such shareholder must have also exercised its redemption rights described above.
Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum
and articles of association contain certain requirements and restrictions relating to this offering that will apply to us until
the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum
and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting
public shareholders with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers,
and directors have agreed to waive their redemption rights with respect to their founder shares and private 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. Cantor will have the same redemption rights as public stockholders with respect to any public shares it
may hold, if any, but Cantor will not have any redemption rights with respect to the private placement shares it holds. Specifically,
our amended and restated memorandum and articles of association provide, among other things, that:
| · | prior to the consummation of our initial business combination, we shall either (1) seek shareholder
approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem
their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the
aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide
our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need
for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein; |
| · | we will consummate our initial business combination only if we have net tangible assets of at least
$5,000,001 either immediately prior to or upon such consummation and, solely if we seek shareholder approval, obtain an ordinary
resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by
proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination; |
| · | if our initial business combination is not consummated within 24 months from the closing of this
offering, then our existence will terminate and we will distribute all amounts in the trust account; and |
| · | prior to our initial business combination, we may not issue additional ordinary shares that would
entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. |
These provisions cannot be amended without
the approval of holders of at least two-thirds of our ordinary shares. In the event we seek shareholder approval in connection
with our initial business combination, our amended and restated memorandum and articles of association provide that we may consummate
our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being the affirmative vote
of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting
in favor of the business combination.
Comparison of Redemption or Purchase
Prices in Connection with Our Initial Business Combination and if We Fail to 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 are unable to complete our initial business combination within 24 months from the closing of this offering.
| | |
Redemptions in Connection
with our Initial Business
Combination | |
Other Permitted Purchases
of Public Shares by 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 as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable) divided by the number of then issued and 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 at least $5,000,001 either immediately prior to or upon consummation of our initial business combination 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, 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. Such purchases 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. None of the funds in the trust account will be used to purchase shares in such transactions. | |
If we are unable to complete our initial business combination within 24 months from the closing of this offering, 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 share), including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. |
| | |
Redemptions
in Connection
with our Initial Business
Combination | |
Other
Permitted Purchases
of Public Shares by 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 share for our remaining shareholders, who will bear the
burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from
amounts accrued as interest on the funds held in the trust account). | |
If the permitted purchases described
above are made, there will 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 fail to complete our initial business combination within 24 months from the closing of this offering, will reduce the
book value per share for the shares, held by our sponsor, Cantor, and their respective permitted transferees who will be our
only remaining shareholders 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 | |
The Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. $175,000,000 of the net proceeds of this offering and the sale of the private placement units will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | |
Approximately $153,562,500 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, 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 | |
$175,000,000 of the net offering proceeds and the sale of the private placement units held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. | |
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. |
| | |
Terms
of Our Offering | |
Terms
Under a Rule 419 Offering |
| Receipt
of interest on escrowed funds | |
Interest 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 $100,000 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 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 the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable)
at the time of the agreement to enter into the initial business combination. If our securities are not listed on the Nasdaq
after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement
even if our securities are not listed on the Nasdaq at the time of our 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 units will begin trading on
or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin
separate trading on the 52nd day following the date of this prospectus unless
Cantor informs us of its decision to allow earlier separate 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. We will file the Current
Report on Form 8-K promptly after the closing of this offering, which 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. | |
No trading of the units or the
underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period,
the securities would be held in the escrow or trust account. |
| | |
Terms of Our Offering | |
Terms Under a Rule 419 Offering |
| Exercise of the warrants | |
The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. | |
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. |
| | |
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 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 our initial business combination, including interest, which interest shall be net of taxes payable, 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. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | |
A prospectus containing information pertaining to the 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. |
| | |
Terms of Our Offering | |
Terms Under a Rule 419 Offering |
| Business combination deadline | |
If we are unable to complete an initial business combination within 24 months from the closing of this offering, 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 (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses)divided by the number of then issued and 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 Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
If an acquisition has not been completed within 24 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. |
| | |
Terms of Our Offering | |
Terms Under a Rule 419 Offering |
| Release of funds | |
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 proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend and restate our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering, subject to applicable law. The Company will instruct the Trustee to pay amounts from the trust account directly to redeeming holders. | |
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. |
| | |
| |
|
| Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote | |
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | |
Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. |
| | |
Terms of Our Offering | |
Terms Under a Rule 419 Offering |
| Tendering share certificates in connection with a tender offer or redemption rights | |
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 (if any) 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 business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the DWAC System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 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 vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | |
In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. |
Competition
In identifying, evaluating and selecting
a target business for our initial business combination, we may encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available
financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
our obligation to pay cash 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 issued and outstanding warrants, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage
in successfully negotiating an initial business combination.
Conflicts of Interest
Each of our officers and directors presently
has, and in the future any of our officers and directors may have additional, fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly,
subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition
opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she
will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented
from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any
director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction
in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any
vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our
officers or directors would materially undermine our ability to complete our business combination.
Members of our management team may directly
or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Indemnity
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 auditors) 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 amount
of funds in the trust account to below (i) $10.00 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 the value of the trust assets, in
each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect 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.
Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective
target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment
bankers, computer or information and technical services providers or prospective target businesses. Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any
liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their
indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor
to reserve for such obligations.
Facilities
We currently maintain our executive offices
at 555 Madison Avenue, Suite 11A, New York, NY 10022. The cost for our use of this space is included in the $10,000 per month
fee we will pay to our sponsor for office space, administrative and support services. We consider our current office space adequate
for our current operations.
Employees
As of the effective date of this prospectus,
we will have two officers. Members of our management team 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 that our officers or any other members of our management team will devote in any time period will
vary based on whether a target business has been selected for our initial business combination and the current stage of the business
combination process.
Periodic Reporting and Financial Information
We will register our units, 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 auditors.
We will provide shareholders with audited
financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent
to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance
with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical financial statements may
be required to be audited in accordance with 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. 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, 2021, as required by the Sarbanes-Oxley Act. Only in the event
we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures
audited. A target company 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.
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, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 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” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting
company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the end of the prior June 30th,
or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares
held by non-affiliates exceeds $700 million as of the prior June 30th.
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.
Management
Directors and Officers
| Name |
|
Age |
|
Titles |
| Orestes Fintiklis |
|
41 |
|
Chief Executive Officer and Director Nominee |
| Dimitrios Athanasopoulos |
|
44 |
|
Chief Financial Officer, Treasurer, and Director |
| Carlos N. Guimarães |
|
63 |
|
Director Nominee |
| George Syllantavos |
|
56 |
|
Director Nominee |
| Rahul Vir |
|
57 |
|
Director Nominee |
Orestes
Fintiklis, our Chief Executive Officer since October 2020, will serve
as Chairman of our Board of Directors upon the effectiveness of the registration statement of which this prospectus is a part.
He has more than 15 years of experience in hospitality investment and asset management and is the Founder and Managing Partner
of Ithaca Capital Partners, a private equity real estate investment management company. In the past three years alone, Ithaca
has acquired and/or asset-managed five hospitality businesses, including the acquisition of iconic and award-winning hotels such
as the JW Marriott Panama and W Hotel Bogota (which, in 2020, readers of Condé Nast Traveler voted as the fourth best hotel
in Latin America and the 10th best hotel in the world). He oversees all aspects of Ithaca, including sourcing, acquisitions, structuring,
strategy, asset management and disposals. Mr. Fintiklis joined Dolphin Capital Partners in June 2007, and served as a partner from
December 2013 to January 2017. Dolphin Capital Partners raised approximately $600 million of equity since June 2007 and raised
and invested a total of approximately $1.1 billion of equity since December 2005 into multiple hotels and resorts. Prior to that,
he was an attorney at Clifford Chance LLC in London and Brussels from August 2004 to August 2006. Mr. Fintiklis
has a bachelor’s degree in law (Jurisprudence) from Oxford University (England), where he graduated first in his class, and
holds a Master’s Degree in Business Administration with distinction from INSEAD Business School (France). He is a director
in multiple hospitality and real estate private companies and is an active member of YPO. We believe that Mr. Fintiklis is
qualified to serve as a director of our company due to his extensive investment background and experience as an executive, and
his global network of business contacts.
Dimitrios
Athanasopoulos, has served as our Chief Financial Officer, Treasurer, and Director since October 2020. He is a
Founding Partner, Group Managing Director and member of the Executive Committee of AXIA Ventures Group, or AXIA. AXIA is a leading,
independent, privately-owned investment bank founded in 2008 that provides services in more than 20 countries through its offices
in Nicosia, Greece, Athens, New York, London, Milan and Lisbon. Since joining AXIA in December 2008, Mr. Athanasopoulos
has been involved in real estate transactions with an aggregate transaction value of more than $3 billion and non-real estate
transactions with overall value of over $28 billion. From November 2000 to November 2008, he served as an executive
in family offices and prior to that, he worked in the Private Wealth Management divisions of Salomon Smith Barney and Morgan Stanley
in New York. Mr. Athanasopoulos holds a B.B.A. in Finance and Investments from the Zicklin School of Business, Baruch College.
We believe that Mr. Athanasopoulos is qualified to serve as a director of our company due to his extensive investment background
and experience as an executive, and his global network of business contacts.
Carlos
N. Guimarães will serve on our board of directors upon the effectiveness of the registration statement of which
this prospectus forms a part. Since 2009, Mr. Guimarães has served as the Chairman of LAIG Investments, an investment
company focused on the energy sector across Latin America. From July 2007 to February 2009, he was the Chairman and
Co-Founder of Invest Tur Brasil, a pioneer in resort developments in Brazil, which raised $503 million in the public markets and
listed on the São Paulo stock exchange that is now known as the B3. Mr. Guimarães led Invest Tur Brasil’s
merger with LA Hotels in 2009, which created Brazil Hospitality Group (BHG). Within one year of the merger, BHG became the third-largest
hotel operator in Brazil with over 5,800 rooms under management. From January 2005 to December 2006, Mr. Guimarães
was the Private Sector Coordinator for the Inter-American Development Bank (IADB), in Washington, D.C., where he was responsible
for developing and implementing the strategic direction for all private sector activities of the IADB Group. Prior to that, from
May 2000 to November 2004 he was a Managing Director, Head of Latin America Investment Banking and Senior Client Officer
for Citigroup. Mr. Guimarães received a B.S. in economics from the Federal University of Rio de Janeiro and an M.B.A.
from The Wharton School of the University of Pennsylvania. We believe that Mr. Guimarães is qualified to serve as
a director of our company because of his extensive leadership, business development, and financial experience.
George Syllantavos will serve on
our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Syllantavos
co-founded in February 2013 and has served since then as the Chief Executive Officer of Nautilus Energy Management Corp. (not
affiliated with Nautilus Offshore Services Inc.), a maritime energy services company involved in maritime project business development
and ship management focusing on the dry-bulk tanker and gas sectors. Mr. Syllantavos also serves as a director of Sevenseas Investment
Fund (Luxembourg-regulated), a maritime assets investment fund. In addition, Mr. Syllantavos serves as the Co-Chief Executive
Officer, Chief Financial Officer, Secretary and Director of Growth Capital Acquisition Corp., a special purpose acquisition. Mr. Syllantavos
served as co-Chief Executive Officer, Chief Financial Officer, Secretary and Director of Stellar Acquisition III, Inc. from
December 2015 until its business combination in December 2018 with Phunware, Inc. (Nasdaq: PHUN), a company that
provides fully-integrated enterprise cloud platform for mobile, and has served as a director of Phunware, Inc. since such
date. From May 2011 until February 2013, Mr. Syllantavos co-founded and served as Co-Chief Executive Officer and
Chief Financial Officer of Nautilus Marine Acquisition Corp. (Nasdaq: NMAR), a special purpose acquisition company that completed
an initial public offering on July 16, 2011 and was listed on the Nasdaq. He served as the Chief Financial Officer of Nautilus
Marine’s successor, Nautilus Offshore Services, Inc. an offshore service vessel owner, from February 2013 until
April 2014. From May 2005 to November 2007, he served as the Chief Financial Officer, Secretary, and Director of
Star Maritime Acquisition Corp. (AMEX: SEA), and from November 2007 to August 2011, he served as Chief Financial Officer,
Secretary and Director of the successor company, Star Bulk Carriers Corp. (Nasdaq: SBLK), a dry-bulk ship-owning company. Previously,
Mr. Syllantavos held multiple executive, director and leadership roles in the maritime and shipping, aviation, energy, and
telecommunications industries, including serving as a financial advisor to Hellenic Telecommunications Organization S.A., where
he assisted with the company’s listing on the New York Stock Exchange (NYSE: OTE) that raised $1.1 billion. From September 2009
to December 2016, he was the President, Secretary, Treasurer and sole director of BTHC X, Inc. (OTCBB: BTXI). Mr. Syllantavos
has a B.Sc. in Industrial Engineering from Roosevelt University in Chicago and an M.B.A. in Operations Management, International
Finance and Transportation Management from the Kellogg Graduate School of Management at Northwestern University. We believe that
Mr. Syllantavos is qualified to serve as a director of our company because of his extensive experience in leadership roles,
including those with other SPACs.
Rahul
Vir will serve on our board of directors upon the effectiveness of the registration statement of which this prospectus
forms a part. Mr. Vir is a hospitality executive with a distinguished career overseeing multiple operational facets of more
than 260 hotels. He has held various leadership roles during his 25 years at Marriott International, Inc. (Nasdaq: MAR).
Since January 2020, he has served as Vice President for Owner & Franchise Relations and Marriott Select Brands for
the Caribbean and Latin America. From February 2013 to December 2019, he was Area Vice President for the Caribbean and
Latin America overseeing hotel portfolios in Central and South America. Prior to that and at the beginning of his career, Mr. Vir
had even more hands-on experience in the travel, hospitality and leisure sectors, as General Manager of multiple hotels in the
United States and Brazil from February 2004 to February 2013. We believe that Mr. Vir is qualified to serve as
a director of our company because of his extensive experience in leadership roles within the hospitality industry.
Number, Terms of Office and Appointment
of Officers and Directors
Upon the effectiveness of the registration
statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Holders of
our founder shares will have the right to appoint all of our directors prior to consummation of our initial business combination
and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions
of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least
90% of our founder shares voting in a general meeting. Our board of directors is 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 3-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our
board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our
board or by a majority of the holders of our founder shares.
Our officers are elected by the board of
directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors
is authorized to appoint 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 provide that our officers may consist of
a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer
and such other offices as may be determined by the board of directors.
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. Our board of directors has determined that each of Messrs. Guimarães, Syllantavos,
and Vir are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our audit
committee will be entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members
of the audit committee. Our independent directors will have regularly scheduled meetings at which only independent directors are
present.
Officer and Director Compensation
None of our officers or directors have
received any cash compensation for services rendered to us. Our sponsor, officers and directors, or any of their respective affiliates,
will be reimbursed for any bona-fide, documented 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, we will
reimburse our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month, until the consummation of our initial business combination.
Our audit committee will also review on a quarterly basis all payments that were made to our sponsor, officers, directors or our
or their affiliates.
After the completion of our initial business
combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from
the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer
materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It
is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of
the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid
to our officers will be determined by a compensation committee constituted solely by independent directors.
We do not intend to take any action to
ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,
although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain
with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain
their positions with us may influence our management’s motivation in identifying or selecting a target business but we do
not believe that the ability of our management to remain with us after the consummation of our initial business combination will
be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements
with our officers and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Our board of directors will have two standing
committees: an audit committee and a compensation 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, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent
directors.
Audit Committee
Prior to the consummation of this offering,
we will establish an audit committee of the board of directors. Messrs. Guimarães, Syllantavos, and Vir will serve
as members of our audit committee and Mr. Syllantavos will serve as the Chairman of the audit committee. Under the Nasdaq
listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom
must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq
listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.
Each member of the audit committee is financially
literate and our board of directors has determined that Mr. Syllantavos qualifies as an “audit committee financial expert”
as defined in applicable SEC rules.
We will adopt an audit committee charter,
which will detail the principal functions of the audit committee, including:
| · | the appointment, compensation, retention, replacement, and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us; |
| · | pre-approving all audit and non-audit services to be provided by the independent auditors
or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
| · | reviewing and discussing with the independent auditors all relationships the auditors have with
us in order to evaluate their continued independence; |
| · | setting clear hiring policies for employees or former employees of the independent auditors; |
| · | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| · | obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the
independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent
internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or
professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and
any steps taken to deal with such issues; |
| · | reviewing and approving any related party transaction required to be disclosed pursuant to Item
404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| · | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any
legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints
or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes
in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
Compensation Committee
Prior to the consummation of this offering,
we will establish a compensation committee of the board of directors. Messrs. Guimarães and Vir, will serve as members
of our compensation committee and Mr. Guimarães will serve as the chairman of the compensation committee. Under the
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, subject to certain phase-in provisions. Each such person meets the independent director standard
under Nasdaq listing standards applicable to members of the compensation committee.
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 (if any is paid by us), 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 approving the compensation of all of our other officers; |
| · | reviewing our executive compensation policies and plans; |
| · | implementing and administering our incentive compensation equity-based remuneration plans; |
| · | assisting management in complying with our proxy statement and annual report disclosure requirements; |
| · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees; |
| · | producing a report on executive compensation to be included in our annual proxy statement; and |
| · | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Notwithstanding the foregoing, as indicated
above, other than reimbursement of expenses and as set forth below, no compensation of any kind, including finder’s, 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 complete the consummation of a business combination although we may consider
cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection
with our 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.
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.
Director Nominations
We do not have a standing nominating committee
though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.
In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee
for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry
out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who will participate in the consideration and recommendation of director nominees are Messrs. Guimarães,
Syllantavos, and Vir. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no
standing nominating committee, we do not have a nominating committee charter in place.
Prior to our initial business combination,
the board of directors will also consider director candidates recommended for nomination by holders of our founder shares during
such times as they are seeking proposed nominees to stand for election at an annual general meeting (or, if applicable, an extraordinary
general meeting). Prior to our initial business combination, holders of our public shares will not have the right to recommend
director candidates for nomination to our board.
We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge
of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our
shareholders.
Compensation Committee Interlocks and
Insider Participation
None of our officers currently serves,
and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity,
one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of
another entity, one of whose executive officers served on our board of directors.
Code of Ethics
Prior to the effectiveness of the registration
statement of which this prospectus is a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees.
We will file a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement. 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 “Where You Can Find Additional Information.”
Conflicts of Interest
Under Cayman Islands law, officers and
directors owe the following fiduciary duties:
| · | 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; |
| · | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral
purpose; |
| · | directors should not improperly fetter the exercise of future discretion; |
| · | 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 |
| · | 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 which that
director has.
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 amended and restated memorandum and articles of association or alternatively by shareholder approval at general
meetings.
Each of our officers and directors presently
has, and in the future any of our officers and directors may have additional, fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly,
subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition
opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she
will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and
only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provide
that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented
from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any
director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction
in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any
vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our
officers or directors would materially undermine our ability to complete our business combination.
Our officers and directors are not prohibited
from becoming either a director or officer of any other special purpose acquisition company with a class of securities registered
under the Exchange Act.
Potential investors should also be aware
of the following other potential conflicts of interest:
| · | None of our officers or directors is required to commit his or her full time to our affairs and,
accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
| · | In the course of their other business activities, our officers and directors may become aware of
investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which
they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity
should be presented. For a complete description of our management’s other affiliations, see “Management— Directors
and Officers.” |
| · | Our sponsor, officers, and directors, directly or indirectly, hold their respective founder shares
and private placement shares, as applicable, and may acquire public shares during or after this offering in connection with the
completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their redemption
rights with respect to their founder shares and private placement shares if we fail to consummate our initial business combination
within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable
time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption
of our public shares, and the private placement units will expire worthless. With certain limited exceptions, the founder shares
will not be transferable, assignable or salable by our sponsor until the earlier of (1) six months after the completion of
our initial business combination and (2) the date on which we consummate 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 ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of
our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations,
rights issuances, 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, the founder shares will be released from the lock-up. |
| · | With certain limited exceptions, the private placement units (and the underlying securities) will
not be transferable, assignable or salable by the initial purchasers or their respective permitted transferees until 30 days after
the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own
ordinary shares and warrants following this offering, our officers and directors 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 was included by a target business as a
condition to any agreement with respect to our initial business combination. |
| · | Our sponsor, officers, or directors may have a conflict of interest with respect to evaluating
a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any
of our officers or directors to finance transaction costs in connection with an intended business combination. Such loans could
be convertible into units, which would be identical to the private placement units (including the underlying securities), including
as to exercise price, exercisability and exercise period. |
The conflicts described above may not be resolved
in our favor.
Accordingly, as a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting
the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers and directors currently
have fiduciary duties or contractual obligations:
| Individual(1)(2) |
|
Entity |
|
Entity’s Business |
|
Affiliation |
| Dimitrios Athanasopoulos |
|
AXIA Ventures Group Ltd. |
|
Investment Bank |
|
Founder Partner, Group Managing Director |
| Orestes Fintiklis |
|
Ithaca Capital Partners |
|
Investment –
Hospitality and Real Estate |
|
Founder and Managing Partner |
| Carlos N. Guimarães |
|
LAIG Investments |
|
Investment –
Energy |
|
Chairman and Partner |
| George Syllantavos |
|
Growth Capital Acquisition Corp. |
|
Special purpose acquisition company |
|
Co-Chief Executive Officer, Chief Financial Officer and Director |
| |
|
Phunware Inc. (Nasdaq:PHUN) |
|
Digital marketing services |
|
Director |
| |
|
Nautilus Energy Management Corp. |
|
Maritime management services |
|
Chief Executive Officer |
| |
|
Sevenseas Investment Fund (Luxembourg-regulated) |
|
Maritime assets investment fund |
|
Director |
| Rahul Vir |
|
Marriott International, Inc. (Nasdaq: MAR) |
|
Hospitality |
|
Vice President for Owner & Franchise Relations and Marriott Select Brands for the Caribbean and Latin America |
| (1) | 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 obligations and the presentation by each such individual
of business opportunities. |
| (2) | Our officers and directors may have conflicts of interests with other entities to which they owe
fiduciary or contractual obligations with respect to initial business combination opportunities, including Mr. Syllantavos
with respect to Growth Capital Acquisition Corp. |
Accordingly, if any of the above officers
or directors become aware of a business combination opportunity which is suitable for any of the above entities 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, and only present it to us if such entity rejects the opportunity,
subject to his or her fiduciary duties under Cayman Islands law. We do not currently believe, however, that any of the foregoing
fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination.
In addition, commencing on the date our
securities are first listed on the Nasdaq, we will also reimburse our sponsor for office space, secretarial, and administrative
services provided to us in the amount of $10,000 per month. Upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees.
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 firm that commonly renders valuation opinions for the type
of company we are seeking to acquire or an independent accounting firm, 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, our sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into with us,
to vote any founder shares held by them (and their permitted transferees will agree) and any public 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 or willful default. We may 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.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,
we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
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 ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
| · | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
| · | each of our officers, directors and director nominees that beneficially own ordinary shares; and |
| · | all our 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 ordinary shares beneficially owned
by them. The following table does not reflect record or beneficial ownership of the private placement warrants held by our sponsor
and Cantor as those warrants are not exercisable within 60 days of the date of this prospectus. The following table presents
the number of shares and percentage of our ordinary shares owned by our sponsor, our officers, and our directors, before and after
this offering. The post-offering numbers and percentages assume that (i) Cantor does not exercise its over-allotment option, (ii) our
initial shareholders forfeit 656,250 founder shares on a pro rata basis so there are only 4,375,000 issued and outstanding founder
shares, and (iii) there are 22,462,500 ordinary shares issued and outstanding after this offering, consisting of: (a) 4,375,000
founder shares, (b) 17,500,000 shares of our Class A ordinary shares sold in this offering, and (c) 587,500 private
placement shares underlying the private placement units sold in the private placement to our sponsor and Cantor simultaneously
with this offering.
| |
|
Before
Offering |
|
|
After
Offering |
|
| Name
and Address of Beneficial Owner(1) |
|
Number
of
Shares
Beneficially
Owned(2) |
|
|
Approximate
Percentage of
Issued and
Outstanding
Ordinary Shares |
|
|
Number
of
Shares
Beneficially
Owned(3) |
|
|
Approximate
Percentage of
Issued and
Outstanding
Ordinary Shares |
|
| ITHAX
Acquisition Sponsor LLC(4) |
|
|
5,001,250 |
|
|
|
99.4 |
% |
|
|
4,757,500 |
|
|
|
21.2 |
% |
| Orestes
Fintiklis(4) (5) |
|
|
5,001,250 |
|
|
|
99.4 |
% |
|
|
4,757,500 |
|
|
|
21.2 |
% |
| Dimitrios
Athanasopoulos(4) (6) |
|
|
5,001,250 |
|
|
|
99.4 |
% |
|
|
4,757,500 |
|
|
|
21.2 |
% |
| Carlos
N. Guimarães |
|
|
10,000 |
|
|
|
* |
|
|
|
10,000 |
|
|
|
* |
|
| George
Syllantavos(7) |
|
|
10,000 |
|
|
|
* |
|
|
|
10,000 |
|
|
|
* |
|
| Rahul
Vir |
|
|
10,000 |
|
|
|
* |
|
|
|
10,000 |
|
|
|
* |
|
All
officers, directors and director nominees as a group
(5 individuals) |
|
|
5,031,250 |
|
|
|
100 |
% |
|
|
4,787,500 |
|
|
|
21.3 |
% |
| * | Less than one percent. |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is
555 Madison Avenue, Suite 11A, New York, NY 10022. |
| (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares, of
which up to 656,250 shares are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters’
over-allotment option is exercised. Such shares will automatically convert into shares of Class A ordinary shares at the time
of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section of this prospectus
entitled “Description of Securities”. |
| (3) | Interests shown consist of the private placement shares and founders shares, classified as Class B
ordinary shares, described in the previous footnote. |
| (4) | Our sponsor
is the record holder of such shares. Ithaca Capital Partners 6 LLC, a Delaware limited
liability company (“Ithaca Capital”), and GMDA Capital Opportunities Ltd,
an entity organized under the laws of Cyprus (“GMDA”), are the managing members
of our sponsor. |
| (5) | Mr. Fintiklis
is the sole director of Ithaca Capital. As such, Mr. Fintiklis has voting and investment
discretion with respect to the founder shares held of record by our sponsor and may be
deemed to have shared beneficial ownership of the founder shares held directly by our
sponsor. Mr. Fintiklis disclaims beneficial ownership of any shares other than to the
extent he may have a pecuniary interest therein, directly or indirectly. |
| (6) | Mr. Athanasopoulos,
together with Antonios Achilleoudis, Georgios Linatsas and Alexandros Argyros, each of
whom is a director of Axia, are the shareholders of GMDA. As such, each of Messrs. Athanasopoulos,
Achilleoudis, Linatsas and Argyros has voting and investment discretion with respect
to the founder shares held of record by our sponsor and may be deemed to have shared
beneficial ownership of the founder shares held directly by our sponsor. Each of Messrs.
Athanasopoulos, Achilleoudis, Linatsas and Argyros disclaims beneficial ownership of
any shares other than to the extent he may have a pecuniary interest therein, directly
or indirectly. |
| (7) | Our sponsor
has agreed to transfer to Mr. Syllantavos four percent of the founder shares held by
our sponsor, with such percentage including the number of shares he already holds, immediately
following the consummation of our business combination. |
Immediately after this offering, our initial
shareholders will beneficially own approximately 21.3% of the then issued and outstanding ordinary shares (including the private
placement shares and assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or
directors have expressed an intention to purchase any units in this offering. Additionally, only holders of our founder shares
will have the right to appoint all of our directors prior to our initial business combination. 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. Furthermore, because
of their 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.
In addition, our sponsor and Cantor
have committed to purchase an aggregate of 587,500 private placement units at a price of $10.00 per private placement unit ($5,875,000
in the aggregate) in a private placement that will close simultaneously with the closing of this offering. Thus, our sponsor and
Cantor will receive an aggregate of 293,750 private placement warrants in the private placement. Each whole private placement
warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein.
The purchase price of the private placement units will be added to the proceeds from this offering to be held in the trust account
pending our completion of our initial business combination. If we do not complete our initial business combination within 24 months
from the closing of this offering, the proceeds of the sale of the private placement units held in the trust account will be used
to fund the redemption of our public shares, and the private placement units will expire worthless.
The private placement units (and the underlying
securities) are subject to the transfer restrictions described below. The private placement warrants will not be redeemable by
us so long as they are held by the initial purchasers or their respective permitted transferees. If the private placement warrants
are held by holders other than the initial purchasers or their respective permitted transferees, the private placement warrants
will be redeemable by us and exercisable by the holders on the same basis as the warrants underlying the units being sold in this
offering. Otherwise, the private placement units (and the underlying securities) have terms and provisions that are identical to
those of the units being sold in this offering.
Our sponsor and our officers and directors
are deemed to be our “promoters” as such term is defined under the federal securities laws. See “Certain Relationships
and Related Party Transactions” for additional information regarding our relationships with our promoters.
Transfers of Founder Shares and Private
Placement Units
The founder shares, the private placement
units (and the underlying securities), and any Class A ordinary shares issued upon conversion of the founder shares or exercise
of the private placement warrants are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement
with us to be entered into by our sponsor. Those lock-up provisions provide that such securities are not transferable or salable:
(i) in the case of the founder shares, until the earlier of (A) six months after the completion of our initial business
combination or (B) subsequent to our initial business combination, (x) if the last sale price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights
issuances, 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 following the completion of our initial business
combination 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 Class A ordinary shares for cash, securities or other property;
and (ii) in the case of the private placement units (and the underlying securities), until 30 days after the completion
of our initial business combination, except in each case (a) to our officers or directors or those of Cantor, any affiliates
or family members of our officers or directors or those of Cantor, any members of our sponsor or Cantor, or any affiliates of
our sponsor or Cantor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or
to a trust, the beneficiary of which is a member of the individual’s immediate family or 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 any forward purchase agreement or similar arrangements or in connection with the consummation
of a business combination at prices no greater than the price at which the shares were originally purchased, (f) in the event
of our liquidation prior to our completion of our initial business combination, or (g) by virtue of the laws of the State
of Delaware or our sponsor’s operating agreement upon dissolution of our sponsor or the organizational documents of Cantor
upon dissolution of Cantor; provided, however, that in the case of clauses (a) through (e) or (g), these
permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same
agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account
and liquidation distributions described elsewhere in this prospectus).
Registration Rights
The holders of the founder shares,
private placement units (and the underlying securities), and units (and the underlying securities) that may be issued on conversion
of working capital loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior
to or on the effective date of this offering requiring us to register the offer and sale of such securities for resale (in the
case of the founder shares, only after conversion to our Class A ordinary shares). The holders of these securities are entitled
to make up to three demands, excluding short form demands, that we register the offer and sale of such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination and rights to require us to register the resale of such securities pursuant
to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback”
registration rights after five and seven years after the effective date of the registration statement of which this prospectus
forms a part and may not exercise its demand rights on more than one occasion. We will bear the expenses incurred in connection
with the filing of any such registration statements.
Certain
Relationships and Related Party Transactions
In
October 2020, our sponsor paid $25,000, or approximately $0.005 per share, to cover certain of our offering costs in exchange
for 5,031,250 founder shares (up to 656,250 shares of which are subject to forfeiture by our initial shareholders depending on
the extent to which the underwriters’ over-allotment option is exercised). The purchase price of the founder shares was
determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder
shares was determined based on the expectation that such founder shares would represent 20% of the outstanding shares (excluding
any shares underlying either the private placement units or any units our initial shareholders may purchase in this offering)
upon completion of this offering. On October 16, 2020, and October 28, 2020, our sponsor transferred certain of the founder
shares to members of our management team. In addition, our sponsor has agreed to transfer to Mr. Syllantavos four percent of the
founder shares held by our sponsor, with such percentage including the number of shares he already holds, immediately following
the consummation of our business combination. If we increase or decrease the size of the offering, we will effect a capitalization
or share surrender or redemption or other appropriate mechanism, as applicable with respect to our Class B ordinary shares
immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares our initial
shareholders at 20% of our issued and outstanding ordinary shares (excluding any shares underlying either the private placement
units or any units our initial shareholders may purchase in this offering) upon the consummation of this offering. Our sponsor
does not intend to purchase any units in this offering.
In addition, our sponsor and Cantor
have committed, pursuant to written agreements, to purchase an aggregate of 587,500 private placement units at a price of $10.00
per unit ($5,875,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering.
Of those 587,500 private placement units, our sponsor has agreed to purchase 427,500 private placement units and Cantor has agreed
to purchase 175,000 private placement units. Each private placement unit is identical to the units sold in this offering and each
consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. A portion of the purchase
price of the private 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 $175,000,000 (or $201,250,000 million 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 24 months from the closing of
this offering, the proceeds from the sale of the private 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 private placement units will be worthless. Our sponsor
and Cantor will be permitted to transfer the private placement units (and the underlying securities) they hold to certain permitted
transferees, including their respective directors, officers and other persons or entities affiliated with or related to each of
them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as
our sponsor. In addition, the private placement units (and the underlying securities) will not, subject to certain limited exceptions,
be transferable or salable until 30 days after the completion of our initial business combination. The private placement warrants
will not be redeemable by us so long as they are held by the initial purchasers or their respective permitted transferees. Otherwise,
the private placement units (and the underlying securities) have terms and provisions that are identical to those of the units
being sold as part of the units in this offering.
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 may be required to present such business combination opportunity to such entity prior to presenting such business combination
opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have and
will in the future have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to
us. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented
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 and directors, or any of 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.
Prior to the closing of this offering,
our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of October 9,
2020, we had borrowed $15,000 under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and are
due at the earlier of December 31, 2021, or the closing of this offering. These loans will be repaid upon the closing of this
offering out of the offering proceeds not held in the trust account. The value of our sponsor’s interest in this transaction
corresponds to the principal amount issued and 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 would 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. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per
unit, at the option of the lender. The units (and the underlying securities) would be identical to the private placement units
(and the underlying securities). 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 general 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 have entered into a registration rights
agreement with respect to the founder shares, private placement units (including the underlying securities), and units (including
the underlying securities) issued upon conversion of working capital loans (if any), which is described under the heading “Principal
Shareholders — Registration Rights.”
We will enter into indemnity agreements
with each of our officers and directors, a form of which is to be filed as an exhibit to this Registration Statement. These agreements
will require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and
to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be
indemnified.
Related Party Policy
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.
Prior to the consummation of this offering,
we will adopt a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or
resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings
with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or
relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that
we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registration statement of which this
prospectus is a part.
In addition, our audit committee, pursuant
to a written charter that we will adopt prior to the consummation of this offering, will be responsible for reviewing and approving
related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members
of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.
A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent
of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit committee
charter that we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registration statement of
which this prospectus is a part. We also require each of our directors and executive officers to complete a directors’ and
officers’ questionnaire that elicits information about related party transactions.
These procedures are intended to determine
whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part
of a director, employee or officer.
To further minimize conflicts of interest,
we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers
or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or
an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore,
no finder’s fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates,
for services rendered to us prior to or in connection with the completion of our initial business combination. However, the following
payments will be made to our sponsor, officers or directors, or our or their 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 up to an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related
and organizational expenses; |
| · | Reimbursement for office space, secretarial and administrative services provided to us by our sponsor,
in the amount of $10,000 per month; |
| · | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing
an initial business combination; and |
| · | Repayment of loans which may be made by our sponsor or 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 nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such
loans may be convertible into units, at a price of $10.00 per unit, at the option of the lender, with such units (and the underlying
securities) being identical to the private placement units (and the underlying securities). |
Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.
Description
of Securities
We are a Cayman Islands exempted company
(company number 366718) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Act and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are
authorized to issue 100,000,000 Class A ordinary shares, $0.001 par value each, 10,000,000 Class B ordinary shares,
$0.001 par value and 1,000,000 undesignated preference shares, $0.001 par value each. The following description summarizes the
material terms of our shares as set out more particularly in our memorandum and articles of association. Because it is only a
summary, it may not contain all the information that is important to you.
Units
Public Units
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 in this
prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A
ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. 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.
The ordinary shares and warrants comprising
the units will begin separate trading on the 52nd day following the closing of
this offering unless Cantor informs us of its decision to allow earlier separate 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.
In no event will the Class A ordinary
shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes 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 will include this audited balance sheet, which is anticipated to
take place three business days after 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.
Private Placement Units
In connection with the private placement,
purchasers of private placement units will receive one Class A ordinary share and one-half of one redeemable warrant, with
each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided
herein. The price of each private placement unit is $10.00. The terms of the private placement units are identical to those of
the public units, except as described in below in “– Ordinary Shares– Founder Shares and Private Placement Shares”
and “– Redeemable Warrants– Private Placement Warrants.”
Ordinary Shares
Upon the closing of this offering 22,462,500 ordinary shares
will be issued and outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding forfeiture
of 656,260 founder shares by our initial shareholders), including:
| · | 17,500,000 Class A ordinary shares underlying the units being offered in this offering; |
| · | 587,500 Class A ordinary shares underlying the private placement units offered in the private placement that will close
simultaneously with this offering; and |
| · | 4,375,000 Class B ordinary shares held by our initial shareholders. |
If we increase or decrease the size of
the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with
respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain
the ownership of founder shares by our initial shareholders prior to this offering at 20% of our issued and outstanding ordinary
shares (excluding any shares underlying either the private placement units or any units our initial shareholders may purchase in
this offering) upon the consummation of this offering.
Class A ordinary shareholders
and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by
shareholders and vote together as a single class, except as required by law; provided, however, that holders of our Class B
ordinary shares will have the right to appoint all of our directors prior to our initial business combination and holders of our
Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. These provisions of
our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least
90% of our founder shares voting in a general meeting. Unless specified in the Companies Act, our amended and restated memorandum
and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that
are voted is required to approve any such matter voted on by our shareholders (other than the appointment of directors), and the
affirmative vote of a majority of our founder shares is required to approve the appointment of directors. Approval of certain
actions will require a special resolution under Cayman Islands law 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. Directors are elected for a term of two years. There is no cumulative
voting with respect to the appointment of directors, with the result that the holders of more than 50% of the founder shares voted
for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.
Because our amended and restated memorandum
and articles of association authorize the issuance of up to 100,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination.
In accordance with 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 general meetings
in order to appoint directors. We may not hold an annual general meeting prior to the consummation of our initial business combination.
We will provide our Class A 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 (which interest shall be net of
taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we
will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to Cantor. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares and private 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.
Cantor will have the same redemption rights as public stockholders with respect to any public shares it may hold, if any, but
Cantor will not have any redemption rights with respect to the private placement shares it holds.
Unlike many blank check companies that
hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for
related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required
by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal
reasons, 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 prior to completing our initial business
combination. Our amended and restated memorandum and articles of association require these tender offer documents to 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, a shareholder approval of the transaction is required by law, or we decide to obtain
shareholder approval for business or other legal reasons, 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 obtain an ordinary resolution under Cayman Islands
law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon
and who vote at a general meeting in favor of the business combination. However, the participation of our sponsor, directors,
officers, or their respective affiliates in privately-negotiated transactions (as described in this prospectus), if any, could
result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their
intention to vote, against such business combination. Our sponsor, officers and directors have agreed to vote their respective
founder shares, private placement shares, and any public shares held by them in favor of our initial business combination. Cantor
has not committed to vote any shares held by it in favor of our initial business combination. For purposes of seeking approval
of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business
combination once a quorum is obtained. We intend to give approximately 30 days’ (but not less than 5 clear 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.
Cantor will have the same redemption
rights as a public stockholder with respect to any public shares it requires, but Cantor will not have any redemption rights with
respect to the private placement shares it holds. Cantor has informed us that it has no current commitments, plans, or intentions
to acquire any public shares for its own account; however, if Cantor does acquire public shares, it will do so in the ordinary
course of its business or in the types of transactions described in the first paragraph under “Proposed Business –
Effecting our Initial Business Combination – Permitted Purchases of our Securities.” Cantor will not make any such
purchases when it is in possession of any material non-public information not disclosed to the seller, during a restricted period
under Regulation M under the Exchange Act, in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under
the Exchange Act, or if prohibited by applicable state securities laws or broker-dealer registrations.
If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together
with any affiliate of such 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 ordinary shares sold in this offering, which we refer to as the “Excess Shares.” 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. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over
our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. And, as a result, such shareholders will continue to hold
that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market
transactions, potentially at a loss.
If we seek shareholder approval in
connection with our initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees
will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares, private placement shares,
and public shares held by them in favor of our initial business combination. As a result, in addition to the founder shares and
private placement shares held by our sponsor, officers and directors, we would need only 6,268,751, or approximately 35.8%, of
the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding
shares are voted) in order to have our initial business combination approved (in each case, assuming the over-allotment is not
exercised. Cantor has not committed to vote any shares held by it in favor of our initial business combination. Additionally,
each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction.
Pursuant to our amended and restated
memorandum and articles of association, if we are unable to complete our initial business combination within 24 months from the
closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, 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
(which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the
number of then issued and 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 Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law. Our sponsor, officers and directors 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 their founder shares and private placement shares if we fail to complete our initial business combination within 24 months
from the closing of this offering. Cantor has agreed to waive its rights (i) to its deferred underwriting commission held
in the trust account and (ii) to redeem its private placement shares, in the event we do not complete our initial business
combination within 24 months from the closing of this offering 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. However,
if our sponsor, our directors, our directors, Cantor, or any of their respective affiliates acquire public shares 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 prescribed time period.
In the event of a liquidation, dissolution
or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that 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, including interest
(which interest shall be net of taxes payable) upon the completion of our initial business combination, subject to the limitations
described herein.
Founder Shares and Private Placement Shares
The founder shares and private placement
shares are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder
shares and private placement shares have the same shareholder rights as public shareholders, except that: (i) holders of the
founder shares have the right to vote on the appointment of directors prior to our initial business combination; (ii) the
founder shares and private placement shares are subject to certain transfer restrictions, as described in more detail below; (iii) our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive
their redemption rights with respect to their founder shares and private 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 and (B) to
waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement
shares if we fail to complete our initial business combination within 24 months 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 such time period; (iv) the founder shares are shares of our Class B
ordinary shares that 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 and in our amended
and restated memorandum and articles of association; and (v) both the founder shares and private placement units (and the
underlying securities) are entitled to registration rights. If we submit our initial business combination to our public shareholders
for a vote, our sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote any founder shares held by them and any public shares purchased during or after
this offering in favor of our initial business combination. As a result, in addition to the founder shares and private placement
shares held by our sponsor, officers and directors, we would need only 6,268,751, or approximately 35.8%, of the 17,500,000 public
shares sold in this offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order
to have our initial business combination approved (assuming the over-allotment option is not exercised).
The Class B ordinary shares 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
for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that
additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold
in this offering and related to the closing of the business combination, the ratio at which Class B ordinary shares shall
convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B
ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
20% of the sum of all ordinary shares issued and outstanding upon completion of this offering plus all Class A ordinary shares
and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked
securities issued, or to be issued, to any seller in the initial business combination, any private placement shares, and any private
placement-equivalent units issued to our sponsor or its affiliates upon conversion of loans made to us). Any conversion of the
Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an
issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert
into Class A ordinary shares at a rate of less than one-to-one. 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. Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are issuable
upon the conversion or exercise of convertible securities, warrants or similar securities.
With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) six months after
the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the
last sale price of the Class A ordinary shares equal or exceed $12.00 per share (as adjusted for share subdivisions, share
consolidations, share capitalizations, rights issuances, 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 following
the completion of our initial business combination on which we complete a liquidation, merger, share exchange, reorganization or
other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property.
Register of Members
Under Cayman Islands law, we must keep
a register of members and there shall be entered therein:
| · | the names and addresses of the members of the company, a statement of the shares held by each member,
which: |
| o | distinguishes each share by its number (so long as the share has a number), |
| o | confirms the amount paid, or agreed to be considered as paid, on the shares of each member, |
| o | confirms the number and category of shares held by each member, and |
| o | confirms whether each relevant category of shares held by a member carries voting rights under
the Articles, and if so, whether such voting rights are conditional; |
| · | the date on which the name of any person was entered on the register as a member; and |
| · | the date on which any person ceased to be a member. |
For these purposes, “voting rights”
means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote
at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises
only in certain circumstances.
Under Cayman Islands law, the register
of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise
a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall
be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.
Upon the closing of this public offering, the register of members shall be immediately updated to reflect the issue of shares by
us. Once our register of members has been updated, the shareholders recorded in the register of members shall be deemed to have
legal title to the shares set against their name. However, there are certain limited circumstances where an application may be
made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further,
the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where
it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification
of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination
by a Cayman Islands court.
Preference Shares
Our amended and restated memorandum and
articles of association provide that preference shares may be issued from time to time in one or more series. Our board of directors
will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or
other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our
board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could
adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.
The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preference shares issued and
outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we
will not do so in the future. No preference shares are being issued or registered in this offering.
Redeemable Warrants
Public Shareholders’ Warrants
Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at
any time commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial
business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of
Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. 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. The warrants will expire five years after the completion of
our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. 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 is available. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full
purchase price for the unit solely for the Class A ordinary share underlying such unit.
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, and within 60 business days following our initial business combination to have declared effective, a registration statement
covering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants. We will use our best efforts
to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants
will be exercisable for cash unless we have an effective and current registration statement covering the offer and sale of 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 offer and sale of 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.
Notwithstanding the above, if our Class A
ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy
the definition of 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.
Once the warrants become exercisable, we
may call the warrants for redemption (except as described herein with respect to the private placement warrants):
| · | in whole and not in part; |
| · | at a price of $0.01 per warrant; |
| · | upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and |
if, and only if, the reported last sale
price of the Class A ordinary shares equal or exceed $18.00 per share (as adjusted for share subdivisions, share consolidations,
share capitalizations, rights issuances, 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 we send to the notice of redemption to the warrant holders.
If and when the warrants become redeemable
by us, we may not exercise our redemption right if the issuance of 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 shares under the blue sky laws of the state of residence in those states in which
the warrants were offered by us in this offering.
We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to 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 redemption 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 any holder that wishes to exercise his, her or its warrant to
do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are issued and
outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable
upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise
price by surrendering their 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 excess of the “fair
market value” (defined below) over the exercise price of the warrants 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 10 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. If our
management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number
of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in
such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive
effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise
of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take
advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement
warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required
to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a warrant may notify us in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the
Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.
If the number of issued and outstanding
Class A ordinary shares is increased by a capitalization payable in Class A ordinary shares, or by a sub-division of
Class A ordinary shares or other similar event, then, on the effective date of such capitalization, sub-division or similar
event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such
increase in the issued and outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares
entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a capitalization
of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually
sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into
or exercisable for Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price
per Class A ordinary share paid in such rights offering divided by (y) the fair market value. For these purposes (i) if
the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price
payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average
price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to
the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.
In addition, if we, at any time while the
warrants are issued and outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to
the holders of Class A ordinary shares on account of such Class A ordinary shares (or other ordinary shares into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends of not greater
than $0.10 per share per annum (subject to adjustment), (c) to satisfy the redemption rights of the holders of Class A
ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders
of Class A ordinary shares 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 to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination within
24 months from the closing of this offering, or (e) in connection with the redemption of our public shares upon our failure
to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the
effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
Class A ordinary share in respect of such event.
If the number of issued and outstanding
Class A ordinary shares is decreased by a consolidation, combination or reclassification of Class A ordinary shares or
other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number
of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in issued
and outstanding Class A ordinary shares.
Whenever the number of Class A ordinary
shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted
by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will
be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
In case of any reclassification or reorganization
of the issued and outstanding Class A ordinary shares (other than those described above or that solely affects the par value
of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other
than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved,
the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of our Class A ordinary shares immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to
such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for
which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share
by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption
offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection
with redemption rights held by shareholders of the company as provided for in the company’s amended and restated memorandum
and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial
business combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A
ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to
the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if
less than 70% of the consideration receivable by the holders of ordinary shares in such a transaction is payable in the form of
Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes
Warrant Value (as defined in the warrant agreement) of the warrant.
The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should
review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus
is a part, for a complete description of the terms and conditions applicable to the warrants. 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 issued and outstanding public warrants to make any
change that adversely affects the interests of the registered holders of public warrants.
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 a Newly Issued 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 such affiliates, as applicable, prior to such
issuance), (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 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, and the
$18.00 per share redemption trigger price described above 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 warrants may be exercised upon surrender of the warrant certificate on or prior
to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate
completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable),
by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have
the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and
receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
Warrants may be exercised only for a whole
number of Class A ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of
the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the
nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.
Private Placement Warrants
In connection with the private placement,
purchasers of private placement units will receive one-half of one private placement warrant to purchase Class A ordinary
shares per unit. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private
placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business
combination (except, among other limited exceptions as described under “Principal Shareholders — Transfers of Founder
Shares and Private Placement Units,” to our officers and directors and other persons or entities affiliated with the sponsor)
and they will not be redeemable by us and will be exercisable on a cashless basis so long as they are held by the initial purchasers
or their respective permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical
to those of the warrants being sold as part of the units in this offering. If the private placement warrants are held by holders
other than the initial purchasers or their respective permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
If initial purchasers, or their respective
permitted transferees, of the private placement units elect to exercise the private placement warrants on a cashless basis, they
would pay the exercise price by surrendering his, her or its 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 excess of the “fair market value” (defined below) over the exercise price of the warrants 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 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent
to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they
are held by the initial purchasers and their respective permitted transferees is because it is not known at this time whether they
will be affiliated with us following a business combination. If such persons remain affiliated with us, their ability to sell our
securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling
our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell
our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise
freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling
such securities. As a result, we believe that allowing the initial purchasers and their respective permitted transferees to exercise
such warrants on a cashless basis is appropriate.
Dividends
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 a 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 a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share
premium (subject to solvency requirements) as permitted under Cayman Islands law. In addition, our board of directors is not currently
contemplating and does not anticipate declaring any share capitalizations in the foreseeable future, except if we increase the
size of the offering, in which case we will effect a share capitalization with respect to our Class B ordinary shares immediately
prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders
prior to this offering at 20% of our issued and outstanding ordinary shares (excluding any shares underlying either the private
placement units or any units our initial shareholders may purchase in this offering) upon the consummation of this offering. Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our ordinary shares
and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental
Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders,
directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise
out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful
misconduct or bad faith of the indemnified person or entity.
Certain Differences in Corporate Law
Cayman Islands companies are governed
by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments,
and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the
material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated
in the United States and their shareholders.
Mergers and Similar Arrangements
In certain circumstances, the Companies
Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and
a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is
between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing
certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution
(usually a majority of 662/3% in value of the voting shares that attend and vote at a general meeting) of
the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s
articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns
at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder
of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement.
If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other
formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.
Where the merger or consolidation involves
a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the
requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional
documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those
laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other
similar proceeding has been filed and remains issued and outstanding or order made or resolution adopted to wind up or liquidate
the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been
appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof;
(iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby
the rights of creditors of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman
Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the
effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that
the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended
to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted
by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained,
released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents
of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been
or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease
to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other
reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted,
the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their
dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the
shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger
or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation
is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by
the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a
shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company
a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares;
(d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days
following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving
company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price
that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following
the date on which the offer was made, the company must pay the shareholder such amount; (e) if the company and the shareholder
fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period
expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the
fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom
agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court
has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company
upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company
may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder
are not be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open
market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration
for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving
or consolidated company.
Moreover, Cayman Islands law also has separate
statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement
will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in
the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was
sought pursuant to a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures
typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority
in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent
three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either
in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms
of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right
to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement
if it satisfies itself that:
| · | we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory
provisions as to majority vote have been complied with; |
| · | the shareholders have been fairly represented at the meeting in question; |
| · | the arrangement is such as a businessman would reasonably approve; and |
| |
· |
the arrangement is not one that would more
properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.” |
If a scheme of arrangement or takeover
offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would
otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment
in cash for the judicially determined value of the shares.
Squeeze-Out Provisions
When a takeover offer is made and accepted
by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month period,
require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the
Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable
treatment of the shareholders.
Further, transactions similar to a merger,
reconstruction and/or an amalgamation may in some circumstances be achieved through other means to these statutory provisions,
such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.
Shareholders’ Suits
Our Cayman Islands counsel is not aware
of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman
Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper
plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually
may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would
in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle
apply in circumstances in which:
| · | a company is acting, or proposing to act, illegally or beyond the scope of its authority; |
| · | the act complained of, although not beyond the scope of the authority, could be effected if duly
authorized by more than the number of votes which have actually been obtained; or |
| · | those who control the company are perpetrating a “fraud on the minority.” |
A shareholder may have a direct right of
action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities
The Cayman Islands has a different body
of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands
companies may not have standing to sue before the Federal courts of the United States.
We have been advised by our Cayman Islands
legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts
of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon
the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman
Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment
of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided
certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive
and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment
in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement
of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may
well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings
are being brought elsewhere.
Special Considerations for Exempted Companies
We are an exempted company with limited
liability (meaning our public shareholders have no liability, as members of the Company, for liabilities of the Company over and
above the amount paid for their shares) under the Companies Act. The Companies Act distinguishes between ordinary resident companies
and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman
Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as
for an ordinary company except for the exemptions and privileges listed below:
| |
· |
annual reporting requirements are minimal
and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has
complied with the provisions of the Companies Act; |
| · | an exempted company’s register of members is not open to inspection; |
| · | an exempted company does not have to hold an annual general meeting; |
| · | an exempted company may issue negotiable or bearer shares or shares with no par value; |
| · | an exempted company may obtain an undertaking against the imposition of any future taxation (such
undertakings are usually given for 20 years in the first instance); |
| · | an exempted company may register by way of continuation in another jurisdiction and be deregistered
in the Cayman Islands; |
| · | an exempted company may register as a limited duration company; and |
| · | an exempted company may register as a segregated portfolio company. |
Our Amended and Restated Memorandum
and Articles of Association
Our amended and restated memorandum and
articles of association contain certain requirements and restrictions relating to this offering that will apply to us until the
completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of
Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) at least two-thirds
(or any higher threshold specified in a company’s articles of association) of a company’s shareholders who attend and
vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been
given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of
the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting for which notice specifying
the intention to propose the resolution as a special resolution has been given (i.e., the lowest threshold permissible under Cayman
Islands law), or by a unanimous written resolution of all of our shareholders.
Our initial shareholders, who will beneficially
own 21.3% of our ordinary shares upon the closing of this offering (including the private placement shares and assuming they do
not purchase units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of
association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and
articles of association provide, among other things, that:
| · | if we are unable to complete our initial business combination within 24 months from the closing
of this offering, 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, subject to lawfully available funds therefor, 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
(which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number
of then issued and 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; |
| · | prior to our initial business combination, we may not issue additional ordinary shares that would
entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination; |
| · | although we do not intend to enter into a business combination with a target business that is affiliated
with our sponsor, officers or directors, we are not prohibited from doing so. In the event we enter into such a transaction, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm,
that such a business combination is fair to our company from a financial point of view; |
| · | if a shareholder vote on our initial business combination is not required by law and we do not
decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business
combination which contain substantially the same financial and other information about our initial business combination and the
redemption rights as is required under Regulation 14A of the Exchange Act; |
| · | So long as we obtain and maintain a listing for our securities on the Nasdaq , 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 the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable)
at the time of our signing a definitive agreement in connection with our initial business combination; |
| · | If
our shareholders approve an amendment to 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 24 months
from the closing of this offering or (ii) with respect to the other provisions relating
to shareholders’ rights or pre-business combination activity, we will provide our
public shareholders with the opportunity to redeem all or a portion of their ordinary
shares upon such approval 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 issued and outstanding public
shares; and |
| · | we will not effectuate our initial business combination with another blank check company or a similar company with nominal
operations. |
In addition, our amended and restated memorandum
and articles of association provide that under no circumstances will we redeem our public shares in an amount that would cause
our net tangible assets to be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination.
The Companies Act permits a company
incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of the holders of at
least two-thirds of such company’s issued and outstanding ordinary shares. A company’s articles of association may
specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any
Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and
articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed
offering, structure and business plan, which are contained in our amended and restated memorandum and articles of association,
we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will
take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity
to redeem their public shares.
Anti-Money Laundering — Cayman
Islands
In order to comply with legislation or
regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures,
and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain
conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence
information) to a suitable person.
We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In some cases the directors may be satisfied that no further information
is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands, as amended
and revised from time to time, or the Regulations, or any other applicable law. Depending on the circumstances of each application,
a detailed verification of identity might not be required where:
| (a) | the subscriber makes the payment for their investment from an account held in the subscriber’s
name at a recognized financial institution; or |
| (b) | the subscriber is regulated by a recognized regulatory authority and is based or incorporated in,
or formed under the law of, a recognized jurisdiction; or |
| (c) | the application is made through an intermediary which is regulated by a recognized regulatory authority
and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation
to the procedures undertaken on the underlying investors. |
For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference
to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.
In the event of delay or failure on the
part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
in which case any funds received will be returned without interest to the account from which they were originally debited.
We also reserve the right to refuse to
make any payment to a shareholder if our officers or directors suspect or are advised that the payment to such shareholder might
result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction,
or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable
jurisdiction.
If any person in the Cayman Islands
knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money
laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion
came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment,
the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority, or the FRA of
the Cayman Islands, pursuant to the Proceeds of Crime Act (2020 Revision) of the Cayman Islands if the disclosure relates to criminal
conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism
Act (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and
property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information
imposed by any enactment or otherwise.
Cayman Islands Data Protection Act
The Cayman Islands Government enacted
the Data Protection Act, 2017 of the Cayman Islands, or the DPL, on 18 May 2017. The DPL came into force on 30 September 2019.
The DPL introduces legal requirements for the Company based on internationally accepted principles of data privacy.
Prospective investors should note that,
by virtue of making investments in the Company’s securities and the associated interactions with the Company and its affiliates
and/or the Company’s third party service providers, or by virtue of providing the Company with personal data on individuals
connected with the investor (including but not limited to directors, trustees, employees, representatives, shareholders, investors,
clients, beneficial owners or agents) such individuals will be providing the Company and its affiliates and/or third party service
providers with certain personal data within the meaning of the DPL.
The Company shall act as a data controller
in respect of this personal data and its affiliates and/or third party service providers, will normally act as data processors.
Where those affiliates or third party service providers make their own decisions regarding the processing of personal data they
hold, in certain circumstances they may also be data controllers in their own right under the DPL.
By investing in our securities, a holder
of securities, or a holder, shall be deemed to have read in detail and understood the Privacy Notice set out below. This Notice
provides an outline of the holder’s data protection rights and obligations as they relate to their investment.
Oversight and enforcement of the DPL is
the responsibility of the Cayman Islands’ Ombudsman. Breach of the DPL by the Company could lead to enforcement action by
the Ombudsman, including the imposition of remediation orders, financial penalties or referral for criminal prosecution. The Ombudsman’s
address is set out at the end of the Notice.
Privacy Notice
Introduction
The purpose of this Notice is to provide
holders with information on the Company’s use of their personal data in accordance with the Data Protection Act, 2017 of
the Cayman Islands, or the DPL.
For the purposes of this Notice, “Company”
refers to the Company, a third party service provider of the Company and its and their affiliates and/or delegates, except where
the context requires otherwise.
If a holder is a natural person, this Notice
will apply to such holder directly. If a holder is a corporate investor (including, for these purposes, legal arrangements such
as trusts or exempted limited partnerships) that provides the Company with personal data on individuals connected to such holder
for any reason in relation to such holder’s investment with the Company, this Notice will be relevant for those individuals
and such holder should transmit the content of this Notice to such individuals or otherwise advise them of its content.
What Personal Data May be Collected
To make an investment in the Company and
in connection with a holder’s associated interactions with the Company (including any subscription (whether past, present
of future), including the recording of electronic communications or phone calls where applicable) the holder will provide the Company
with certain personal data within the meaning of the DPL, or the Investor Data.
Investor Data includes, without limitation,
the following information relating to a holder:
| · | corporate contact information; |
| · | bank account details; and |
| · | source of funds details and details relating to the holder’s investment activity. |
The holder may also provide the Company
with personal data relating to individuals connected with the holder as an investor (for example directors, trustees, employees,
representatives, shareholders, investors, clients, beneficial owners or agents).
The Company may also obtain Investor Data
from other public sources.
Investor Data the Company may Generate
| · | information to identify and authenticate the holder; |
| · | investigations data, sanctions and anti-money laundering checks, content and metadata related to
relevant exchanges of information between the Company and the holder; |
| · | records of correspondence and other communications between the Company and holder; and |
| · | records of any interactions between the Company and holder including the recording of electronic
communications or phone calls where applicable. |
How the Company May Use Investor Data
The Company is committed to processing
Investor Data in accordance with the DPL. In its use of Investor Data, the Company will be characterized under the DPL as a “data
controller,” while certain of the Company’s service providers, affiliates and delegates may act as “data processors”
under the DPL. These service providers may process personal information for their own lawful purposes in connection with services
provided to the Company.
The Company, as the data controller, may
collect, store and use Investor Data for lawful purposes, including, in particular:
| (i) | where this is necessary for the performance of the Company’s rights and obligations under
any subscription agreements or purchase agreements; |
| (ii) | where this is necessary for compliance with a legal and regulatory obligation to which the Company
is subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or |
| (iii) | where this is necessary for the purposes of the Company’s legitimate business interests and
such interests are not overridden by the holder’s interests, fundamental rights or freedoms. |
Additionally, the Company or its agents
or service providers on its behalf may use Investor Data, for example, to provide services to the Company or to discharge the legal
or regulatory requirements that apply directly to it or in respect of a third party service provider upon which the Company relies,
but such use of Investor Data by a service provider will always be compatible with at least one of the aforementioned purposes.
Should the Company wish to use Investor
Data for other specific purposes (including, if applicable, any purpose that requires a holder’s consent), the Company will
contact the applicable holders.
Why the Company May Transfer Investor Data
In certain circumstances the Company and/or
its authorized affiliates or third party service providers may be legally obliged to share Investor Data and other information
with respect to a holder’s interest in the Company with the relevant regulatory authorities such as the Cayman Islands Monetary
Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax
authorities.
The Company anticipates disclosing Investor
Data to third party service providers who provide services to the Company and their respective affiliates (which may include certain
entities located outside the Cayman Islands), who will process a holder’s personal data on the Company’s behalf. Therefore, Investor
Data may be transferred to countries outside Cayman which may have data protection laws and regulations that differ from the DPL.
The Company will only transfer Investor
Data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security
measures designed to protect against unauthorized or unlawful processing of the Investor Data and against the accidental loss,
destruction or damage to the Investor Data.
Protection and Storage of Investor Data
Any transfer of Investor Data by the Company
or its duly authorized affiliates and/or third party service providers outside of the Cayman Islands shall be in accordance with
the requirements of the DPL.
The Company and its duly authorized affiliates
and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against
unauthorized or unlawful processing of Investor Data, and against accidental loss or destruction of, or damage to, Investor
Data.
The Company shall notify a holder of any
Investor Data breach that is reasonably likely to result in a risk to the interests, fundamental rights or freedoms of a holder
or those data subjects to whom the relevant Investor Data relates.
A holder’s personal data shall not
be held by the Company for longer than necessary with regard to the purposes of the data processing.
Data Subject Rights
Subject to local law, data subjects may
have certain rights regarding Investor Data that the Company has collected. These rights include: (a) the right to be informed
as to how the Company collects and uses the Investor Data (and this privacy notice fulfils the Company’s obligation in this
respect); (b) the right to obtain a copy of the data subject’s Investor Data; (c) the right to require the Company
to stop direct marketing; (d) the right to have inaccurate or incomplete Investor Data corrected; (e) the right to withdraw
consent and require the Company to stop processing or restrict the processing, or not begin the processing of the data subject’s
Investor Data; (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); (g) the
right to obtain information as to any countries or territories outside the Cayman Islands to which the Company, whether directly
or indirectly, transfer, intend to transfer or wish to transfer your personal data, general measures we take to ensure the security
of personal data and any information available to us as to the source of your personal data; (h) the right to complain to
the Office of the Ombudsman of the Cayman Islands; and (i) the right to require us to delete your personal data in some limited
circumstances.
The data subject’s ability to exercise
these rights will depend on a number of factors and in some instances, the Company will not be able to comply with the request,
for example because it has legitimate grounds for not doing so or where the right doesn’t apply to the particular Investor
Data held.
How to Contact Us
If a data subject would like to contact
the Company regarding this Notice it should send an email to ags-ky-data-protection@global-ags.com. In each case, the data subject
should include as the subject or heading line “Privacy Notice”.
Complaints
Data subjects may have the right to complain
to the data protection authority/regulator, as applicable, in the holder’s jurisdiction.
If a data subject considers that its personal
data has not been handled correctly, or it is not satisfied with the Company's responses to any requests it has made regarding
the use of its personal data, it has the right to complain to the Cayman Islands' Ombudsman. The Office of the Ombudsman in the
Cayman Islands can be contacted at:
Address: 3rd
Floor, Anderson Square, 64 Shedden Road, George Town, Grand Cayman
By mail to: PO Box 2252, Grand Cayman KY1-1107,
CAYMAN ISLANDS
Email: info@ombudsman.ky
Telephone: +1 345 946 6283
The holder may also have the right to make
a complaint to a regulator based in another jurisdiction.
Certain Anti-Takeover Provisions of
Our Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and
articles of association provide that our board of directors will be classified into three classes of directors. As a result, in
most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual
meetings.
Our authorized but unissued ordinary shares
and preference shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved ordinary shares and preference shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.
Securities Eligible for Future Sale
Immediately after this offering we will
have 22,462,500 (25,743,750 if the underwriters’ over-allotment option is exercised in full) ordinary shares issued and outstanding.
Of these shares, the 17,500,000 Class A ordinary shares (or 20,125,000 shares if the underwriters’ over-allotment option
is exercised in full) sold in this offering will be freely tradable without restriction or further registration under the Securities
Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 promulgated under the Securities
Act, or Rule 144. All of the remaining 4,375,000 (or 5,031,250 if the underwriters’ over-allotment option is exercised
in full) founder shares and all 587,500 private placement units are restricted securities under Rule 144, in that they were
issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth elsewhere
in this prospectus.
Rule 144
Pursuant to Rule 144, a person who
has beneficially owned restricted ordinary shares or warrants for at least six months would be entitled to sell their securities
provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months
before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months
(or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted
ordinary shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any
three-month period only a number of securities that does not exceed the greater of:
| · | 1% of the total number of ordinary shares then issued and outstanding, which will equal 224,625
shares immediately after this offering (or 257,438 if the underwriters exercise their over-allotment option in full), on an as
converted basis; or |
| · | the average weekly reported trading volume of the ordinary shares during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale. |
| · | Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice
requirements and to the availability of current public information about us. |
Restrictions on the Use of Rule 144
by Shell Companies or Former Shell Companies
Rule 144 is not available for the
resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that
have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition
if the following conditions are met:
| · | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| · | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act; |
| · | the issuer of the securities has filed all Exchange Act reports and material required to be filed,
as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials),
other than Current Reports on Form 8-K; and |
| · | at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company. |
As a result, our sponsor, our directors,
our officers, and Cantor will be able to sell their founder shares and private placement units (including the underlying securities),
as applicable pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the founder shares (and
any Class A ordinary shares issued upon conversion of the founder shares), private placement units (and the underlying securities),
and units (and the underlying securities) that may be issued on conversion of working capital loans will be entitled to registration
rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring us
to register such securities for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares).
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register the offer
and sale of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to our completion of our initial business combination and rights to require us to register
the resale of such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain
liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Listing of Securities
We have applied to list our units, Class A
ordinary shares and warrants on the Nasdaq under the symbols “ITHXU,” “ITHX” and “ITHXW” on
or promptly after the effective date of the registration statement. Following the date the Class A ordinary shares and warrants
are eligible to trade separately, we anticipate that the ordinary shares and warrants will be listed separately and as a unit on
the Nasdaq. We cannot guarantee that our securities will be approved for listing on the Nasdaq.
Income
Tax Considerations
The following summary of certain Cayman
Islands and U.S. federal income tax considerations relevant to an investment in our units, ordinary shares and warrants is based
upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change.
This summary does not deal with all possible tax consequences relating to an investment in our ordinary shares and warrants, such
as the tax consequences under state, local and other tax laws.
Prospective investors should consult their
professional advisors on the possible tax consequences of buying, holding or selling any securities under the laws of their country
of citizenship, residence or domicile.
Cayman Islands Taxation
The following is a discussion on certain
Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law,
which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s
particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect
of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a
dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman
Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate
duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of our securities
or on an instrument of transfer in respect of our securities, except that an instrument of transfer in respect of our securities
is stampable if executed in or brought into the Cayman Islands.
The Company has been incorporated under
the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and obtained an undertaking
from the Financial Secretary of the Cayman Islands in the following form:
The
Tax Concessions Act
(2018
Revision)
Undertaking
as to Tax Concessions
In accordance with the provision of Section 6 of Tax Concessions
Act (2018 Revision) the Financial Secretary undertakes with ITHAX Acquisition Corp., or the Company.
| 1. | That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations shall apply to the Company or its operations; and |
| 2. | 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 shall be payable: |
| 2.1. | On or in respect of the shares, debentures or other obligations of the Company; |
OR
| |
2.2. |
by way of the withholding in whole or part, of any relevant payment as defined in The Tax Concessions Act (2018 Revision). |
These concessions shall be for
a period of twenty years from the date hereof.
United States Federal Income Taxation
General
The following discussion summarizes certain
U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting
of one ordinary share and one half of one warrant) that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S.
Holders (as defined below). Because the components of a unit are generally separable at the option of the holder within a short
period of time after the date of this prospectus, the holder of a unit generally should be treated, for U.S. federal income tax
purposes, as the owner of the underlying ordinary share and warrant components of the unit. As a result, the discussion below of
the U.S. federal income tax consequences with respect to actual holders of ordinary shares and warrants should also apply to holders
of units (as the deemed owners of the underlying ordinary shares and warrants that comprise the units).
This discussion is limited to the material
U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to
this offering and hold the unit and each component of the unit as capital assets within the meaning of Section 1221 of the
U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion assumes that the ordinary shares and warrants will
trade separately and that any distributions made (or deemed made) by us on our ordinary shares and any consideration received (or
deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This
discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition,
ownership and disposition of our securities by a prospective investor in light of its particular circumstances. In addition, this
discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:
| · | financial institutions or financial services entities; |
| · | taxpayers that are subject to the mark-to-market accounting rules; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies; |
| · | real estate investment trusts; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more of our voting shares; |
| · | persons that acquired our securities pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation; |
| · | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion
or other integrated or similar transaction; |
| · | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
| · | controlled foreign corporations; or |
| · | passive foreign investment companies. |
The discussion below is based upon the
provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof,
all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly
on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore,
this discussion does not address the potential application of the alternative minimum tax, the Medicare contribution tax, any aspect
of U.S. federal non-income tax laws, such as gift or estate or tax laws, state, local or non-U.S. tax laws or, except as discussed
herein, any tax reporting obligations of a holder of our securities.
We have not sought, and will not seek,
a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion
herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations,
administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder”
means a beneficial owner of units, ordinary shares or warrants who or that is for U.S. federal income tax purposes: (i) an
individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for
United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the
laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject
to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States
is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
If a beneficial owner of our securities
is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income
tax purposes, such owner will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable
specifically to Non-U.S. Holders are described below under the heading “Non-U.S. Holders.”
This discussion does not consider the tax
treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership
(or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the
U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities
of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARY OF
THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE
INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL,
AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.
Allocation of Purchase Price and Characterization of a
Unit
There is no statutory, administrative or
judicial authority directly addressing the treatment, for U.S. federal income tax purposes, of securities with terms substantially
the same as the units, and, therefore, that treatment is not entirely clear. Each unit may be treated for U.S. federal income tax
purposes as an investment unit consisting of one ordinary share and one half of one warrant to acquire one ordinary share. The
acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one ordinary share and one half
of one warrant to acquire one ordinary share. Each holder of a unit must allocate the purchase price paid by such holder for such
unit between the ordinary share and the one half of one warrant that comprise the unit based on their respective relative fair
market values at the time of issuance. A holder’s initial tax basis in the ordinary share and the one half of one warrant
included in each unit should equal the portion of the purchase price of the unit allocated thereto. Any disposition of a unit should
be treated for U.S. federal income tax purposes as a disposition of the ordinary share and the one half of one warrant comprising
the unit, and the amount realized on the disposition should be allocated between the ordinary share and the one half of one warrant
based on their respective relative fair market values at the time of disposition. The separation of the ordinary share and the
one half of one warrant comprising a unit should not be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of our ordinary
shares and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there are
no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts
will agree with the characterization described above or the discussion below. Accordingly, each holder is advised to consult its
own tax advisor regarding the risks associated with an investment in a unit (including alternative characterizations of a unit)
and regarding an allocation of the purchase price among the ordinary share and the one half of one warrant that comprise a unit.
The balance of this discussion generally assumes that the characterization of the units described above is respected for U.S. federal
income tax purposes.
U.S. Holders
Taxation of Distributions Paid on Ordinary Shares
Subject to the passive foreign investment
company, or PFIC, rules discussed below, if we make distributions of cash or other property to a U.S. Holder of our ordinary
shares, such distributions generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution
is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends
paid by us will be taxable to a corporate U.S. holder at regular rates and will not be eligible for the dividends-received deduction
generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in
excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its ordinary
shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such
ordinary shares.
With respect to non-corporate U.S. Holders,
dividends will generally be taxed at preferential long-term capital gains rates only if our ordinary shares are readily tradable
on an established securities market in the United States, we are not treated as a PFIC at the time the dividend was paid or
in the previous year and certain other requirements are met. U.S. Holders should consult their own tax advisors regarding the availability
of the lower rate for any dividends paid with respect to our ordinary shares.
Possible Constructive Distributions
The terms of each warrant provide for an
adjustment to the number of shares for which the warrant may be exercised or to the exercise price of the warrant in certain events.
An adjustment which has the effect of preventing dilution generally is not taxable. However, the U.S. Holders of the warrants would
be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’
proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of ordinary shares that would
be obtained upon exercise) as a result of a distribution of cash or other property to the holders of our ordinary shares which
is taxable to such holders as a distribution. Any constructive distribution received by a U.S. Holder would be subject to tax in
the same manner as if the U.S. Holders of the warrants received a distribution from us equal to the fair market value of such increased
interest. For certain information reporting purposes, we are required to determine the date and amount of any such constructive
distributions. Recently proposed Treasury regulations, which we may rely on prior to the issuance of final regulations, specify
how the date and amount of constructive distributions are determined.
Taxation on the Disposition of Securities
Subject to the PFIC rules discussed
below, upon a sale or other taxable disposition of our securities which, in general, would include a redemption of ordinary shares
in the circumstances described below under “— Redemption of Ordinary Shares”, and including as a result of a
dissolution and liquidation in the event we do not consummate an in initial business combination within the required time period,
a U.S. Holder generally will recognize capital gain or loss. The amount of gain or loss recognized generally will be equal to the
difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition
(or, if the ordinary shares or warrants are held as part of units at the time of the disposition, the portion of the amount realized
on such disposition that is allocated to the ordinary shares or warrants based upon the then fair market values of the ordinary
shares and the warrants included in the units) and (ii) the U.S. Holder’s adjusted tax basis in its securities (that
is, the portion of the purchase price of a unit allocated to an ordinary share or one half of one warrant, as described above under
“— Allocation of Purchase Price and Characterization of a Unit“) reduced by any prior distributions treated as
a return of capital. See “Income Tax Considerations— Acquisition of Ordinary Shares Pursuant to a Warrant” below
for a discussion regarding a U.S. Holder’s basis in an ordinary share acquired pursuant to a warrant.
Under tax law currently in effect long-term
capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax.
Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary
shares or warrants exceeds one year. It is unclear whether the redemption rights with respect to the ordinary shares described
in this prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements for this purpose. The deductibility
of capital losses is subject to various limitations that are not described herein because a discussion of such limitations depends
on each U.S. Holder’s particular facts and circumstances.
Redemption of Ordinary Shares
Subject to the PFIC rules discussed
below, if a U.S. Holder’s ordinary shares are redeemed pursuant to the exercise of a shareholder redemption right or if we
purchase of a U.S. Holder’s ordinary shares in a tender offer (each of which we refer to as a “redemption”),
for U.S. federal income tax purposes, such redemption will be subject to the following rules. If the redemption qualifies as a
sale of the ordinary shares under Section 302 of the Code, the tax treatment of such redemption will be as described under
“Income Tax Considerations —Taxation on the Disposition of Securities” above. If the redemption does not qualify
as a sale of ordinary shares under Section 302 of the Code, a U.S. Holder will be treated as receiving a distribution with
the tax consequences described below. Whether a redemption of our shares qualifies for sale treatment will depend largely on the
total number of our ordinary shares treated as held by such U.S. Holder (including any shares constructively owned as a result
of, among other things, owning warrants). The redemption of ordinary shares generally will be treated as a sale or exchange of
the ordinary shares (rather than as a distribution) if the receipt of cash upon the redemption (i) is “substantially
disproportionate” with respect to a U.S. Holder, (ii) results in a “complete termination” of such holder’s
interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such holder. These tests
are explained more fully below.
In determining whether any of the foregoing
tests are satisfied, a U.S. Holder must take into account not only our ordinary shares actually owned by such holder, but also
our ordinary shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to our ordinary
shares owned directly, ordinary shares owned by related individuals and entities in which such holder has an interest or that have
an interest in such holder, as well as any ordinary shares such holder has a right to acquire by exercise of an option, which would
generally include ordinary shares which could be acquired pursuant to the exercise of warrants. In order to meet the substantially
disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by a U.S. Holder
immediately following the redemption of our ordinary shares must, among other requirements, be less than 80% of the percentage
of our issued and outstanding voting and ordinary shares actually and constructively owned by such holder immediately before the
redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our ordinary shares
actually and constructively owned by such U.S. Holder are redeemed or (ii) all of our ordinary shares actually owned by such
U.S. Holder are redeemed and such holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution
of shares owned by family members and such holder does not constructively own any other shares. The redemption of the ordinary
shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a
U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s
proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published
ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation
who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult
with their own tax advisors as to the tax consequences of an exercise of the redemption right.
If none of the foregoing tests are satisfied,
then the redemption may be treated as a distribution and the tax effects will be as described under “— Taxation of
Distributions Paid on Ordinary Shares,” above. After the application of those rules, any remaining tax basis a U.S. Holder
has in the redeemed ordinary shares will be added to the adjusted tax basis in such holder’s remaining ordinary shares. If
there are no remaining ordinary shares, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining
basis.
Certain U.S. Holders may be subject to
special reporting requirements with respect to a redemption of ordinary shares, and such holders should consult with their own
tax advisors with respect to their reporting requirements.
Acquisition of Ordinary Shares Pursuant to a Warrant
Subject to the PFIC rules discussed
below, a U.S. Holder generally will not recognize gain or loss upon the exercise of a warrant for cash. An ordinary share acquired
pursuant to the exercise of a warrant for cash generally will have a tax basis equal to the U.S. Holder’s tax basis in the
warrant, increased by the amount paid to exercise the warrant.
It is unclear whether a Holder’s
holding period for the ordinary share will commence on the date of exercise of the warrant or the day following the date of exercise
of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If
a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax
basis in the warrant.
The tax consequences of a cashless exercise
of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a realization
event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation,
a U.S. Holder’s tax basis in the ordinary shares received generally would equal the U.S. Holder’s tax basis in the
warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder’s holding period for
the ordinary shares would be treated as commencing on the date of exercise of the warrant or the day following the date of exercise
of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares would include
the holding period of the warrants.
It is also possible that a cashless exercise
could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed
to have surrendered warrants having an aggregate fair market a value equal to the exercise price for the total number of warrants
to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market
value of the ordinary shares received in respect of the warrants deemed surrendered and the U.S. Holder’s tax basis in such
warrants. Such gain or loss would be long-term or short-term, depending on the U.S. Holder’s holding period in the warrants
deemed surrendered. In this case, a U.S. Holder’s tax basis in the ordinary shares received would equal the sum of the U.S.
Holder’s initial investment in the exercised warrants (i.e., the portion of the U.S. Holder’s purchase price for the
units that is allocated to the warrants, as described above under “— Allocation of Purchase Price and Characterization
of a Unit”) and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the ordinary
shares would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. There may
also be alternative characterizations of any such taxable exchange that would result in similar tax consequences, except that a
U.S. Holder’s gain or loss would be short-term.
Due to the absence of authority on the
U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences
and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their
tax advisors regarding the tax consequences of a cashless exercise of the warrants.
Passive Foreign Investment Company Rules
In general, a foreign (i.e., non-U.S.)
corporation will be a PFIC for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year of the foreign
corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25%
of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in
a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year,
including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value,
are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties
(other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of
passive assets.
Because we are a blank check company, with
no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable
year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has
gross income, or the start-up year, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies
the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (3) the corporation
is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after
the close of our current taxable year. After the acquisition of a company or assets in a business combination, we may still meet
one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the
passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we
will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC status for
our current taxable year or any future taxable year, however, will not be determinable until after the end of such taxable year.
Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable
year.
If we are determined to be a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our securities and, in the case of
our ordinary shares, the U.S. Holder did not make a timely qualified electing fund, or QEF, election for our first taxable year
as a PFIC in which the U.S. Holder held (or was deemed to hold) ordinary shares, a QEF election along with a deemed sale (or purging)
election, or a “mark-to-market” election, each as described below, such holder generally will be subject to special
rules with respect to:
| · | any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares
or warrants; and |
| · | any “excess distribution” made to the U.S. Holder (generally, any distributions to
such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received
by such U.S. Holder in respect of our securities during the three preceding taxable years of such U.S. Holder or, if shorter, such
U.S. Holder’s holding period for our securities). |
Under these rules,
| · | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s
holding period for our securities; |
| · | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized
the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of
our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
| · | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included
in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| · | the interest charge generally applicable to underpayments of tax will be imposed in respect of
the tax attributable to each such other taxable year of the U.S. Holder. |
In general, if we are determined to be
a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our ordinary shares (but not our warrants)
by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term
capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed,
in the taxable year of the U.S. Holder in which or with which our taxable year ends if we are treated as a PFIC for that taxable
year. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under
the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
A U.S. Holder may not make a QEF election
with respect to its warrants to acquire our ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such
warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest
charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period
the U.S. Holder held the warrants. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to
the newly acquired ordinary shares (or has previously made a QEF election with respect to our ordinary shares), the QEF election
will apply to the newly acquired ordinary shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into
account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired
ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the
period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. The purging election
creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to
the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of
the purging election, the U.S. Holder will increase the adjusted basis in the ordinary shares acquired upon the exercise of the
warrants by the gain recognized and will also have a new holding period in such shares for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder
basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants.
A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive
Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement,
to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally
may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent
of the IRS. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive
QEF election under their particular circumstances.
In order to comply with the requirements
of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any
taxable year, we will endeavor to provide to a U.S. Holder upon request such information as the IRS may require, including a PFIC
annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, U.S. Holders should
be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF, or that we will
supply U.S. Holders with information that such U.S. Holders are required to report under the QEF rules, in the event that we are
a PFIC. Thus, U.S. Holders may not be able to comply with requirements of a QEF Election with respect to their ordinary shares.
Furthermore, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required
information to be provided.
If a U.S. Holder has made a QEF election
with respect to our ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of
a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or
a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our ordinary
shares generally will be taxable as capital gain and no interest charge will be imposed under the PFIC rules. As discussed above,
U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In
such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not
be taxable as a dividend to such U.S. Holders. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts
that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis
adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution
rules as owning shares in a QEF.
Although a determination as to our PFIC
status will be made annually, an initial determination that our company is a PFIC will generally apply for subsequent years to
a U.S. Holder who held our securities while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent
years. A U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds
(or is deemed to hold) our ordinary shares, however, will not be subject to the PFIC tax and interest charge rules discussed
above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to
such shares for any taxable year of us that ends within or with a taxable year of the U.S. Holder and in which we are not a PFIC.
On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the U.S. Holder
holds (or is deemed to hold) our ordinary shares, the PFIC rules discussed above will continue to apply to such shares unless
the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent
in such shares attributable to the pre-QEF election period.
Alternatively, if a U.S. Holder, at the
close of its taxable year, owns (or is deemed to own) shares in a PFIC that are treated as marketable shares, the U.S. Holder may
make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market
election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) ordinary shares in
us and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above
in respect to its ordinary shares as long as such shares continue to be treated as marketable shares. Instead, in general, the
U.S. Holder will include as ordinary income for each year that we are treated as a PFIC the excess, if any, of the fair market
value of its ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also
will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ordinary shares over the
fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously
included income as a result of the mark-to-market election). The U.S. Holder’s basis in its ordinary shares will be adjusted
to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary
shares in a taxable year in which we are treated as a PFIC will be treated as ordinary income. Special tax rules may also
apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder
holds (or is deemed to hold) its ordinary shares and for which we are treated as a PFIC. Currently, a mark-to-market election may
not be made with respect to our warrants.
The mark-to-market election is available
only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission,
including the Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market
price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability
and tax consequences of a mark-to-market election in respect to our ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have
a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such
lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution
from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed
of an interest in the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder
the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is
no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling
interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide
the required information. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S.
Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to
own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or
market-to-market election is made) with such U.S. Holder’s U.S. federal income tax return and provide such other information
as may be required by the U.S. Treasury Department.
The rules dealing with PFICs and with
the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above.
Accordingly, U.S. Holders of our securities should consult their own tax advisors concerning the application of the PFIC rules to
our securities under their particular circumstances.
Tax Reporting
Certain U.S. Holders may be required to
file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including
cash) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement. Furthermore,
certain holders may be required to report information with respect to such holder’s investment in “specified foreign
financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions.
Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties.
Potential investors are urged to consult their tax advisers regarding the foreign financial asset and other reporting obligations
and their application to an investment in our securities.
Non-U.S. Holders
Dividends (including constructive distributions)
paid or deemed paid to a Non-U.S. Holder in respect to our securities generally will not be subject to U.S. federal income tax,
unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States
(and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder
maintains or maintained in the United States).
In addition, a Non-U.S. Holder generally
will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our securities unless
such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable
income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States)
or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year
of sale or other disposition and certain other conditions are met (in which case, such gain from United States sources generally
is subject to tax at a 30% rate or a lower applicable tax treaty rate).
Dividends (including constructive distributions)
and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States
(and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States)
generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable
U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also may be subject
to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The U.S. federal income tax treatment of
a Non-U.S. Holder’s receipt of an ordinary share upon the exercise of a warrant held by a Non-U.S. Holder generally will
correspond to the U.S. federal income tax treatment of the receipt of a share on exercise of a warrant by a U.S. Holder, as described
under “— U.S. Holders — Acquisition of Ordinary Shares Pursuant to Warrant,” above, although to the
extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding
paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of our securities.
Backup Withholding and Information Reporting
Dividend payments with respect to our securities
and proceeds from the sale, exchange or redemption of our securities may be subject to information reporting to the IRS and possible
United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer
identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes
such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding
by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or
by otherwise establishing an exemption.
Backup withholding is not an additional
tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s
U.S. federal income tax liability and may entitle such holder to a refund, provided that the requisite information is timely furnished
to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability
of and procedure for obtaining an exemption from backup withholding in their particular circumstances.
Underwriting
We have agreed to sell to the underwriters
named below, for whom Cantor is acting as representative, the following respective numbers of units:
| Underwriter |
|
Number of Units |
| Cantor Fitzgerald & Co. |
|
|
| Total |
|
17,500,000 |
The underwriting agreement provides that
the underwriters are obligated to purchase all the units in the offering if any are purchased, other than those units covered by
the over-allotment option described below.
We have granted to the underwriters a 45-day
option to purchase on a pro rata basis up to 2,625,000 additional units at the initial public offering price, less the underwriting
discounts and commissions. The option may be exercised only to cover any over-allotments of units.
The underwriters propose to offer the units
initially at the public offering price on the cover page of this prospectus and to selling group members at that price less
a selling concession of $__ per unit. The underwriters and the selling group members may allow a discount of $__ per unit on sales
to other broker/dealers. After the initial public offering the underwriters may change the public offering price and concession
and discount to broker/dealers.
The following table summarizes the compensation
and estimated expenses we will pay.
| |
|
Per Unit(1) |
|
Total(1) |
| |
|
Without
Over-allotment |
|
With
Over-allotment |
|
Without
Over-allotment |
|
With
Over-allotment |
| Underwriting Discounts and Commissions paid by us |
|
$ |
0.60 |
|
$ |
0.59 |
|
$ |
10,500,000 |
|
$ |
11,943,750 |
| (1) | Includes $0.35 per unit, or $6,125,000 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. If the underwriters’
over-allotment option is exercised, $0.55 per over-allotment option unit, or up to $1,443,750 in the aggregate, will be deposited
in the trust account as deferred underwriting commissions and will only be payable upon consummation of our initial business combination. |
We estimate that our out-of-pocket expenses
for this offering will be approximately $500,000. We have agreed to pay for the FINRA-related fees and expenses of the underwriters’
legal counsel, not to exceed $15,000, reasonable expenses relating to one or more road shows, and the expenses of investigations
and background checks, not to exceed $3,500 per person (in the case investigations and background checks in U.S. jurisdictions)
and $5,500 per person (in the case of investigations and background checks in non-U.S. jurisdictions). The expenses reimbursed
to the underwriters shall not exceed $50,000 (excluding any costs related to the background checks).
Private Placement Units
Cantor has committed to purchase
175,000 private placement units for an aggregate purchase price of $1,750,000, or $10.00 a unit, in the private placement
that will occur simultaneously with the completion of this offering. The private placement units are identical to the units
being sold in this offering except as described elsewhere in this prospectus. The private placement units and underlying
shares of Class A ordinary shares and warrants have been deemed compensation by FINRA and are therefore subject to the
lock-up restrictions imposed by Rule 5110(e) of the FINRA Manual pursuant to which these securities will not be
sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the economic disposition of the securities by any person for a period of 180 days
immediately following the commencement of sales of this offering except as permitted under FINRA Rule 5110(e)(2) including to
any member participating in the offering and the officers or partners, registered persons or affiliates thereof. In addition,
for as long as the private placement units are held by Cantor or its designees or affiliates, they may not be exercised after
five years from the commencement of sales of this offering. We have granted Cantor certain registration rights relating to
these securities. See “Certain Relationships and Related Party Transactions.”
The representative has informed us that
the underwriters do not intend to make sales to discretionary accounts.
The private placement warrants (including
the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees
as described herein under “Principal Shareholders — Transfers of Founder Shares and Private Placement Units”).
We, our sponsor, officers and directors,
have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the
prior written consent of Cantor for a period of 180 days after the date of this prospectus, any units, warrants, ordinary
shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares; provided, however, that
we may (1) issue and sell the private placement warrants, (2) issue and sell the additional units to cover our underwriters’
over-allotment option (if any), (3) register with the SEC pursuant to an agreement to be entered into concurrently with the
issuance and sale of the securities in this offering, the resale of the private placement warrants and the Class A ordinary
shares issuable upon exercise of the warrants and the founder shares, and (4) issue securities in connection with our initial
business combination. Cantor in its discretion may release any of the securities subject to these lock-up agreements at any time
without notice.
Our sponsor has agreed not to transfer,
assign or sell any of its founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier
to occur of: (A) six months after the completion of our initial business combination or (B) subsequent to our initial
business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as
adjusted for share subdivisions, share consolidations, 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 following the completion of our initial business combination on which we complete a liquidation, merger, stock
exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under
“Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees
would be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares.
We have agreed to indemnify the underwriters
against certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in
that respect.
We expect our units to be listed on the
Nasdaq, under the symbol “ITHXU” and, once the Class A ordinary shares and warrants begin separate trading, to
have our Class A ordinary shares and warrants listed on the Nasdaq under the symbols “ITHX” and “ITHXW,”
respectively.
Prior to this offering, there has been
no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations
between us and the representative.
The determination of our per unit offering
price was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining
initial public offering price were the history and prospects of companies whose principal business is the acquisition of other
companies, prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions
in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company.
We cannot assure you, however, that the price at which the units, Class A ordinary shares or warrants will sell in the public
market after this offering will not be lower than the initial public offering price or that an active trading market in our units,
Class A ordinary shares or warrants will develop and continue after this offering.
If we do not complete our initial business
combination within 24 months from the closing of this offering, the trustee and the underwriters have agreed that: (i) they
will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon,
then in the trust account; and (ii) that the deferred underwriters’ discounts and commissions will be distributed on
a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders.
The underwriters pursuant to Regulation
M under the Securities Exchange Act of 1934, as amended, may engage in short sale transactions, stabilizing transactions, syndicate
covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect
of stabilizing or maintaining the market price of the units at a level above that which might otherwise prevail in the open market.
Establishing short sales positions may involve either “covered” short sales or “naked” short sales.
“Covered” short sales are
sales made in an amount not greater than the underwriters’ option to purchase additional units in this offering. The underwriters
may close out any covered short position by either exercising the overallotment option or purchasing our securities in the open
market or from market participants. In determining the source of units to close out the covered short position, the underwriters
will consider, among other things, the price of units available for purchase in the market as compared to the price at which they
may purchase units through the overallotment option.
“Naked” short sales are
sales in excess of the option to purchase additional units. The underwriters must close out any naked short position by purchasing
units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may
be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase
in this offering.
A stabilizing bid is a bid for the
purchase of securities on behalf of the underwriters for the purpose of fixing or maintaining the price of the securities. A syndicate
covering transaction is the bid for or the purchase of securities on behalf of the underwriters to reduce a short position incurred
by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriters’ purchases
to cover the syndicate short sales may have the effect of raising or maintaining the market price of our securities or preventing
or retarding a decline in the market price of our securities. As a result, the price of our securities may be higher than the
price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the
selling concession otherwise accruing to a syndicate member in connection with the offering if the securities originally sold
by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such
syndicate member.
Neither we, nor any of the underwriters
make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may
have on the price of our securities. The underwriters are not obligated to engage in these activities and, if commenced, may end
any of these activities at any time. These transactions may be effected on the Nasdaq in the over-the-counter market or otherwise.
We are not under any contractual obligation
to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However,
any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future.
If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that
would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any
of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 90 days
from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation
in connection with this offering and we may pay the underwriters of this offering or any entity with which they are affiliated
a finder’s fee or other compensation for services rendered to us in connection with the completion of a business combination.
Some of the underwriters and their affiliates
have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business
with us or our affiliates, including in connection with acting in an advisory capacity or as a potential financing source in conjunction
with our potential acquisition of a company. They have received, or may in the future receive, customary fees and commissions for
these transactions.
In addition, in the ordinary course of
their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of
ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they
acquire, long and/or short positions in such securities and instruments.
A prospectus in electronic format may be
made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating
in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically.
The representative may agree to allocate a number of units to underwriters and selling group members for sale to their online brokerage
account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet
distributions on the same basis as other allocations.
The units are offered for sale in those
jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make such offers.
Each of the underwriters has represented
and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly,
or distribute this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances
that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us
except as set forth in the underwriting agreement.
We do not currently intend to register
as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become a member of FINRA. However, in the event
that we acquire a FINRA member or an entity affiliated with a FINRA member in the future, we have confirmed for the underwriters
that FINRA Rule 5121 would apply.
European economic area
In relation to each Member State of the
European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, each Underwriter represents
and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State, such date, the Relevant Implementation Date, it has not made and will not make an offer of units to the public in that Relevant
Member State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority
in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority
in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including
the Relevant Implementation Date, make an offer of units to the public in that Relevant Member State at any time,
| (a) | to legal entities which are authorized or regulated to operate in the financial markets or, if
not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
| (b) | to any legal entity which has two or more of (1) an average of at least 250 employees during
the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more
than €50,000,000, as shown in its last annual or consolidated accounts; |
| (c) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the manager for any such offer; or |
| (d) | in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant
to Article 3 of the Prospectus Directive. |
For the purposes of this provision, the
expression an “offer of units to the public” in relation to any units in any Relevant Member State means the communication
in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an
investor to decide to purchase or subscribe the units, as the same may be varied in that Member State by any measure implementing
the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State;
Notice to Investors in the United Kingdom
Each of the underwriters severally represents,
warrants and agrees as follows:
| (a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience
in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and |
| (b) | it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation
to the units in, from or otherwise involving the United Kingdom; |
Notice to Residents of Japan
The underwriters will not offer or sell
any of our units directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering
or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations
of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation
or other entity organized under the laws of Japan;
Notice to Residents of Hong Kong
The underwriters and each of their affiliates
have not (i) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, our units other than
(a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong
and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a “prospectus”
as defined in the Companies Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the
meaning of that Ordinance or (ii) issued or had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating
to our units which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than with respect to our securities which are
or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined
in the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been
reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are
in any doubt about any of the contents of this document, you should obtain independent professional advice;
Notice to Residents of Singapore
This prospectus or any other offering material
relating to our units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the
units will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures
Act, Chapter 289 of Singapore, or the Securities and Futures Act. Accordingly our units may not be offered or sold, or be the subject
of an invitation for subscription or purchase, nor may this prospectus or any other offering material relating to our units be
circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to
an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated
investor, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act;
Notice to Residents of Germany
Each person who is in possession of this
prospectus is aware of the fact that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus
Act (Wertpapier-Verkaufsprospektgesetz, the “Act”) of the Federal Republic of Germany has been or will be published
with respect to our units. In particular, each underwriter has represented that it has not engaged and has agreed that it will
not engage in a public offering in (offentliches Angebot) within the meaning of the Act with respect to any of our units otherwise
than in accordance with the Act and all other applicable legal and regulatory requirements;
Notice to Residents of France
The units are being issued and sold outside
the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or
sell, directly or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute
or cause to be distributed to the public in the Republic of France this prospectus or any other offering material relating to the
units, and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors
(investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no.
98-880 dated 1st October, 1998; and
Notice to Residents of the Netherlands
Our units may not be offered, sold, transferred
or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly,
other than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct
of a business or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies,
pension funds, collective investment institution, central governments, large international and supranational organizations, other
institutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity
regularly invest in securities; hereinafter, “Professional Investors”), provided that in the offer, prospectus and
in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically
or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors. Individual
or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any
other offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our
units.
Notice to Prospective Investors in the
Cayman Islands
No invitation, whether directly or indirectly,
may be made to the public in the Cayman Islands to subscribe for our securities.
Notice to Canadian Residents
Resale Restrictions
The distribution of units in Canada is
being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the
requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these
securities are made. Any resale of the units in Canada must be made under applicable securities laws which may vary depending on
the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior
to any resale of the securities.
Representations of Canadian Purchasers
By purchasing units in Canada and accepting
delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received
that:
| · | the purchaser is entitled under applicable provincial securities laws to purchase the units without
the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under
National Instrument 45-106 — Prospectus Exemptions, |
| · | the purchaser is a “permitted client” as defined in National Instrument 31-103 —
Registration Requirements, Exemptions and Ongoing Registrant Obligations, |
| · | where required by law, the purchaser is purchasing as principal and not as agent, and |
| · | the purchaser has reviewed the text above under Resale Restrictions. |
Conflicts of Interest
Canadian purchasers are hereby notified
that Cantor is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 —
Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces
or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment
thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.
The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our officers and directors as well
as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to
effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of
those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those
persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of units should consult
their own legal and tax advisors with respect to the tax consequences of an investment in the units in their particular circumstances
and about the eligibility of the units for investment by the purchaser under relevant Canadian legislation.
Legal
Matters
Reed Smith LLP, New York, New York,
is acting as counsel in connection with the registration of the offer and sale of our securities under the Securities Act, and
as such, will pass upon the validity of the securities offered in this prospectus with respect to units and warrants. Ogier, Cayman
Islands, will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares and matters
of Cayman Islands law. The underwriters are represented by Ellenoff Grossman &
Schole LLP, New York, New York, in connection with this offering.
Experts
The financial statements of ITHAX Acquisition
Corp. as of October 9, 2020, and for the period from October 2, 2020, (inception) through October 9, 2020, appearing
in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report
thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of ITHAX Acquisition Corp. to
continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are
included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
Where
You Can Find Additional Information
We have filed with the SEC a registration statement on Form
S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain
all of the information included in the registration statement. For further information about us and our securities, you should
refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference
in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include
a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to
the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will
be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy
statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet
at the SEC’s website at www.sec.gov.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public
Accounting Firm
To the Shareholder and Board of Directors
of
ITHAX Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of ITHAX Acquisition Corp. (the “Company”) as of October 9, 2020, and the related statements of operations, changes
in shareholder's equity and cash flows for the period from October 2, 2020 (inception) through October 9, 2020, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of October 9, 2020, and the results of its operations and its
cash flows for the period from October 2, 2020 (inception) through October 9, 2020, in conformity with accounting principles generally
accepted in the United States of America.
Explanatory
Paragraph—Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial
statements, the Company's ability to execute its business plan is dependent upon its completion of the proposed initial public
offering described in Note 3 to the financial statements. The Company has a working capital deficiency as of October 9, 2020
and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one
year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are also described in Notes 1 and 3. The financial
statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.
Basis for
Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor
since 2020.
New York, NY
October 22, 2020
ITHAX ACQUISITION CORP.
BALANCE SHEET
OCTOBER 9, 2020
| ASSETS | |
| |
|
| Deferred offering costs | |
$ | 39,061 |
|
| Total Assets | |
$ | 39,061 |
|
| | |
| |
|
| LIABILITIES AND SHAREHOLDER’S EQUITY | |
| |
|
| Current liabilities: | |
| |
|
| Accrued offering costs | |
$ | 3,952 |
|
| Promissory note – related party | |
| 15,000 |
|
| Total Current Liabilities | |
| 18,952 |
|
| | |
| |
|
| Commitments | |
| |
|
| | |
| |
|
| Shareholder’s Equity | |
| |
|
| Preference shares, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — |
|
| Class A ordinary shares, $0.001 par value; 100,000,000 shares authorized; none issued and outstanding | |
| — |
|
| Class B ordinary shares, $0.001 par value; 10,000,000 shares authorized; 5,031,250 shares issued and outstanding (1) | |
| 5,031 |
|
| Additional paid-in capital | |
| 19,969 |
|
| Accumulated deficit | |
| (4,891 |
) |
| Total Shareholder’s Equity | |
| 20,109 |
|
| Total Liabilities and Shareholder’s Equity | |
$ | 39,061 |
|
| (1) | Includes up to 656,250 Class B ordinary shares subject to forfeiture if the over-allotment option
is not exercised in full or in part by the underwriters (see Note 5). |
The accompanying notes are an integral
part of these financial statements.
ITHAX ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 2, 2020 (INCEPTION) THROUGH OCTOBER 9, 2020
| Formation costs | |
$ | (4,891 | ) |
| Net Loss | |
$ | (4,891 | ) |
| | |
| | |
| Weighted average shares outstanding, basic and diluted (1) | |
| 4,375,000 | |
| | |
| | |
| Basic and diluted net loss per ordinary share | |
$ | (0.00 | ) |
| (1) | Excludes up to 656,250 Class B ordinary shares subject to forfeiture if the over-allotment option
is not exercised in full or in part by the underwriters (see Note 5). |
The accompanying notes are an integral
part of these financial statements.
ITHAX ACQUISITION CORP.
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE PERIOD FROM OCTOBER 2, 2020 (INCEPTION) THROUGH OCTOBER 9, 2020
| | |
Class
B
Ordinary Shares (1) | | |
Additional
Paid-In
Capital | | |
Accumulated
Deficit | | |
Total
Shareholder’s
Equity | |
| | |
Shares | | |
Amount | | |
| | |
| | |
| |
| Balance
– October 2, 2020 (inception) | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance
of Class B ordinary shares to Sponsor (1) | |
| 5,031,250 | | |
| 5,031 | | |
| 19,969 | | |
| — | | |
| 25,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
| — | | |
| — | | |
| — | | |
| (4,891 | ) | |
| (4,891 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
– October 9, 2020 | |
| 5,031,250 | | |
$ | 5,031 | | |
$ | 19,969 | | |
$ | (4,891 | ) | |
$ | 20,109 | |
| (1) | Includes up to 656,250 Class B ordinary shares subject to forfeiture if the over-allotment option
is not exercised in full or in part by the underwriters (see Note 5). |
The accompanying notes are an integral
part of these financial statements.
ITHAX ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 2, 2020 (INCEPTION) THROUGH OCTOBER 9, 2020
| Cash Flows from Operating Activities | |
| | |
| Net loss | |
$ | (4,891 | ) |
| Net cash used in operating activities | |
| (4,891 | ) |
| | |
| | |
| Cash Flows from Financing Activities | |
| | |
| Proceeds from promissory note – related party | |
| 15,000 | |
| Payments of offering costs | |
| (10,109 | ) |
| Net cash provided by financing activities | |
| 4,891 | |
| | |
| | |
| Net Change in Cash | |
| — | |
| Cash – beginning of the period | |
| — | |
| Cash – end of the period | |
$ | — | |
| | |
| | |
| Supplemental disclosure of non-cash investing and financing activities: | |
| | |
| Offering costs included in accrued offering costs | |
$ | 3,952 | |
| Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares | |
$ | 25,000 | |
The accompanying notes are an integral
part of these financial statements.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Description of Organization
and Business Operations
ITHAX Acquisition Corp.
(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020. The
Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses ("Business Combination").
The Company is not limited
to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As of October 9, 2020,
the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through October 9, 2020
relates to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which
is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the
Proposed Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s
ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of
17,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered,
the “Public Shares”) at $10.00 per Unit (or 20,125,000 Units if the underwriters’ over-allotment option is exercised
in full), which is discussed in Note 3, and the sale of 587,500 units (each, a “Private Placement Unit” and collectively,
the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to ITHAX Acquisition
Sponsor LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), that will close simultaneously
with the Proposed Public Offering.
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and
the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held
in the Trust Account (as defined below) (excluding deferred underwriting commissions and taxes payable on interest earned on the
Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a 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”). Upon the closing of the Proposed
Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including
the proceeds from the sale of the Private Placement Units, will be held in a trust account (“Trust Account”), located
in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market
fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until
the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as
described below.
The Company will provide
the holders of its issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company
will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders
will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business
days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share, plus any pro rata
interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding
Public Shares. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption
rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to
redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering
in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
The Company will
proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately
prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an
ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a
majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required
by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for
business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the
“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company
decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks
shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined
in Note 5), Private Placement Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business
Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do
vote, irrespective of whether they vote for or against a proposed Business Combination.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Notwithstanding the
foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to
the tender offer rules, the Company’s 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 Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares,
without the prior consent of the Company.
The Sponsor and the
Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares,
Private Placement Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination
and (ii) their redemption rights with respect to the Founder Shares, Private Placement Shares and any Public Shares held by
them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles
of Association (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection
with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within
24 months from the closing of the Proposed Public Offering or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity.
The Company will have
until 24 months from the closing of the Proposed Public Offering to complete a Business Combination (the “Combination Period”).
If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days 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 the Company to pay its tax obligations
(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the
number of then issued and 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 the Company’s remaining shareholders and the Company’s
board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business
Combination within the Combination Period.
The Sponsor and the
Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares and Private
Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor
or any of the Company’s officers or directors acquires Public Shares in or after the Proposed Public Offering, such Public
Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination
within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see
Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining
available for distribution will be less than the Proposed Public Offering price per Unit ($10.00).
In order to protect
the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a
third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold
to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below (i) $10.00 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 the value of the trust assets, in
each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect 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
the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due
to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered
public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Going Concern
Consideration
At October 9, 2020, the Company had no
cash and a working capital deficit of $18,952. The Company has incurred and expects to continue to incur significant costs in pursuit
of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty
through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital
or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying financial
statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an "emerging
growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the "JOBS Act"), and it 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 of 2002, reduced disclosure obligations
regarding executive compensation in its 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.
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 election to opt out is irrevocable. The Company has 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, the Company, 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 the Company's financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of expenses during the reporting period.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could
differ significantly from those estimates.
Deferred Offering Costs
Deferred offering costs
consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed
Public Offering and that will be charged to shareholder's 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 incurred, will be charged
to operations.
Income Taxes
The Company
accounts for income taxes under ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires the recognition of
deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.
ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion
of deferred tax assets will not be realized.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
ASC 740 also clarifies
the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition
threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of October 9 2020. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company is considered
an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman
Islands or the United States. As such, the Company's tax provision was zero for the period presented.
Net Loss per Share
Net loss per share is
computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary
shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 656,250 ordinary shares that
are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At October 9, 2020,
the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary
shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for
the period presented.
Fair Value of Financial Instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.
Risks and Uncertainties
Management is currently
evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have
a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the
specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Note 3 — Public Offering
Pursuant to the Proposed
Public Offering, the Company intends to offer for sale 17,500,000 Units (or 20,125,000 Units if the underwriters’ over-allotment
option is exercised in full) at a price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-half of
one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class
A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).
Note 4 — Private Placement
The Sponsor and
Cantor have agreed to purchase an aggregate of 587,500 Private Placement Units, at a price of $10.00 per Private Placement Unit,
for an aggregate purchase price of $5,875,000, in a private placement that will occur simultaneously with the closing of the Proposed
Public Offering. The Sponsor has agreed to purchase 412,500 Private Placement Units and Cantor has agreed to purchase 175,000
Private Placement Units. Each Private Placement Unit will consist of one Class A ordinary share (“Private Placement Share”
or, collectively, “Private Placement Shares”) and one-half of one redeemable warrant (each, a “Private Placement
Warrant”). Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50
per share. A portion of the proceeds from the Private Placement Units will be added to the proceeds from the Proposed Public Offering
to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law), and the Private Placement Units and all underlying securities will expire worthless.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 5 — Related Party Transactions
Founder Shares
On October 6, 2020,
the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of
the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to
656,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full
or in part, so that the Founder Shares will equal, on an as-converted basis, 20% of the Company’s issued and outstanding
shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering
and excluding the Private Placement Shares).
The Sponsor has agreed,
subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six
months after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of
the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share
capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination
on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of
the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Promissory Note — Related Party
On October 6, 2020,
the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company
may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier
of (i) December 31, 2021 or (ii) the completion of the Proposed Public Offering. As of October 9, 2020, there was $15,000
outstanding under the Promissory Note.
Related Party Loans
In order to finance
transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).
If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital
Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation
of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible
into units of the post-Business Combination entity at a price of $10.00 per unit. Such warrants would be identical to the Private
Placement Unis. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written
agreements exist with respect to such loans.
Administrative Support Agreement
The Company will enter
into an agreement, commencing on the effective date of the Proposed Public Offering through the earlier of the Company’s
consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, secretarial
and administrative support services.
Note 6 — Commitments
Registration Rights
The holders of the Founder Shares (and
any Class A ordinary shares issued upon conversion of the Founder Shares), Private Placement Units (and the underlying securities),
and units (and the underlying securities) that may be issued on conversion of Working Capital Loans will be entitled to registration
rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Proposed Public Offering requiring
the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary
shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company
register the offer and sale of such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the
Company to register the resale of such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement
does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s
securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Underwriting Agreement
The Company will grant
the underwriters a 45-day option from the date of the Proposed Public Offering to purchase up to 2,625,000 additional Units to
cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will
be entitled to a cash underwriting discount of 2.5% of the gross proceeds of the Proposed Public Offering, or $4,375,000, excluding
any amounts raised pursuant to the over-allotment option. In addition, the underwriters will be entitled to a deferred fee of (i)
3.5% of the gross proceeds of the initial 17,500,000 Units sold in the Proposed Public Offering, or $6,125,000, and (ii) 5.5% of
the gross proceeds from the Units sold pursuant to the over-allotment option, or up to $1,443,750. The deferred fee will become
payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business
Combination, subject to the terms of the underwriting agreement.
Note 7 — Shareholder’s Equity
Preference Shares—
The Company is authorized to issue 1,000,000 preference shares with a par value of $0.001 per share, with such designations, voting
and other rights and preferences as may be determined from time to time by the Company’s board of directors. At October 9,
2020, there were no preference shares issued and outstanding.
Class A Ordinary
Shares — The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.001 per share.
Holders of Class A ordinary shares are entitled to one vote for each share. At October 9, 2020, there were no Class A ordinary
shares issued and outstanding.
Class B Ordinary
Shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.001 per share.
Holders of Class B ordinary shares are entitled to one vote for each share. At October 9, 2020, there were 5,031,250 Class B ordinary
shares issued and outstanding, of which an aggregate of up to 656,250 shares are subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part, so that the Class B ordinary shares will equal 20% of the Company’s
issued and outstanding ordinary shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares
in the Proposed Public Offering and excluding the Private Placement Shares).
Holders of Class A
ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote
of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on
the appointment of directors prior to the Company’s initial Business Combination.
The Class B ordinary
shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis,
subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed
issued in excess of the amounts sold in the Proposed Public Offering and related to the closing of a Business Combination, the
ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders
of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect
to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B
ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the
Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection
with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business
Combination, and Private Placement Shares and any private placement-equivalent securities issued to the Sponsor or its affiliates
upon conversion of loans made to the Company).
Warrants — Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The
Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and
(b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the completion
of a Business Combination or earlier upon redemption or liquidation.
The Company will not
be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares
underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company 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 is available.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The Company has
agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its best efforts to file, and within 60 business days following a Business Combination to have declared
effective, a registration statement covering the offer and sale of the Class A ordinary shares issuable upon exercise of
the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance
with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective
and current registration statement covering the offer and sale of 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 offer and sale of the Class A ordinary shares issuable upon exercise of the warrants
is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until
such time as there is an effective registration statement and during any period when the Company 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.
Once the warrants become
exercisable, the Company may redeem the Public Warrants:
| • | in whole and not in part; |
| • | at a price of $0.01 per warrant; |
| • | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption
period, to each warrant holder; and |
| • | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds
$18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, 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 the Company sends the notice of redemption to the warrant holders. |
If and when the warrants
become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of
the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to
effect such registration or qualification.
If the Company calls
the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary
shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend,
or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted
for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required
to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and
the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect
to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
the respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x)
the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of its 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 the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by
the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which the Company consummates its 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 greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger
price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly
Issued Price.
The Private Placement
Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that
the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will
not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited
exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long
as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company
and exercisable by such holders on the same basis as the Public Warrants.
ITHAX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 8 — Subsequent Events
The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to October 22, 2020, the date that the financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statements, except as follows:
On October 16, 2020,
the Sponsor transferred 20,000 of the founder shares to members of the management team.
$175,000,000
17,500,000 Units
ITHAX Acquisition Corp.
Preliminary prospectus
, 2021
Until ,
2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A ordinary shares,
whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’
obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Part II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance
and Distribution.
The estimated expenses payable by us in connection with the
offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
| Legal fees and expenses | |
$ | 300,000 | |
| Accounting fees and expenses | |
$ | 30,000 | |
| SEC/FINRA Expenses | |
$ | 52,644 | |
| Travel and road show | |
$ | 20,000 | |
| Nasdaq listing and filing fees | |
$ | 5,000 | |
| Printing and engraving expenses | |
$ | 35,000 | |
| Miscellaneous | |
$ | 57,356 | |
| Total offering expenses (excluding underwriting commissions) | |
$ | 500,000 | |
Item 14. Indemnification of Directors
and Officers.
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, civil 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 or willful default. We may 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.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,
we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
We will enter into indemnity agreements
with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements
will require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and
to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be
indemnified.
Pursuant to the Underwriting Agreement
to be filed as an exhibit to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have
agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain
liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered
Securities.
On October 6, 2020, our sponsor
paid $25,000, or approximately $0.005 per share, to cover certain of our offering costs in exchange for 5,031,250 founder shares.
Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
In addition, our sponsor and Cantor
have committed to purchase an aggregate of 587,500 private placement units at a price of $10.00 per warrant ($5,875,000 in the
aggregate) in a private placement that will close simultaneously with the closing of this offering. Each private placement unit
consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. The terms of the private
placement units are identical to those of the public units, except as described in “Description of Securities – Ordinary
Shares – Founder Shares and Private Placement Shares” and “Description of Securities – Redeemable Warrants
– Private Placement Warrants.” This purchase will take place on a private placement basis simultaneously with the
completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial
Statement Schedules.
(a) The following exhibits are filed as part of this Registration
Statement:
* Filed herewith.
** To be filed.
Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified
in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter
to permit prompt delivery to each purchaser. |
| (b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| (c) | The undersigned registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted
from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use. |
| (4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities
of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by an undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser. |
Signatures
Pursuant to the requirements of the
Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on January 8, 2021.
| |
ITHAX Acquisition Corp. |
| |
|
| |
By: |
/s/
Orestes Fintiklis |
| |
Name: |
Orestes Fintiklis |
| |
Title: |
Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints each of Orestes Fintiklis and Dimitris Athanasopoulos his true and
lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and
all capacities to sign any and all amendments including post-effective amendments to this registration statement and any and all
registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said
attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof
Pursuant to the requirements of the Securities Act of 1933,
as amended, this amended Registration Statement has been signed below by the following persons in the capacities on January 8,
2021.
| Name |
|
Position |
/s/
Orestes Fintiklis |
|
Chief Executive Officer |
| Orestes Fintiklis |
|
(Principal Executive Officer) |
| |
|
|
/s/
Dimitris Athanasopoulos |
|
Chief Financial Officer, Treasurer, and Director |
| Dimitris Athanasopoulos |
|
(Principal Financial and Accounting Officer) |
