0001193125-22-073440.txt : 20220311 0001193125-22-073440.hdr.sgml : 20220311 20220311162729 ACCESSION NUMBER: 0001193125-22-073440 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 52 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220311 DATE AS OF CHANGE: 20220311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DHC Acquisition Corp. CENTRAL INDEX KEY: 0001838163 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40130 FILM NUMBER: 22733485 BUSINESS ADDRESS: STREET 1: 535 SILICON DRIVE STREET 2: SUITE 100 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 214-452-2300 MAIL ADDRESS: STREET 1: 535 SILICON DRIVE STREET 2: SUITE 100 CITY: SOUTHLAKE STATE: TX ZIP: 76092 10-K 1 d66422d10k.htm 10-K 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K
 
 
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 2021
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to            
 
 
DHC ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
  
001-40130
  
98-1541929
(State or other jurisdiction of
incorporation or organization)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification Number)
 
535 Silicon Drive, Suite 100
Southlake, Texas
  
76092
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (310)
228-2894
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class:
   
Trading
Symbol
   
Name of Each Exchange
on Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-third
of one redeemable warrant
   
DHCAU
   
The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units
   
DHCA
   
The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
   
DHCA
   
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
       
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
       
         Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
As of March 
1
1
, 2022, there were 30,945,072 Class A ordinary shares, $0.0001 par value and 7,736,268 Class B ordinary shares, $0.0001 par value, issued and outstanding. The aggregate market value of the Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on December 31, 2021, as reported on The Nasdaq Stock Market LLC, was $302,642,804.16. 
 
Auditor Firm ID: 100
 
Auditor Name: WithumSmith+Brown, PC
 
Auditor Location: New York, New York
Documents Incorporated by Reference: None.
 
 
 
 
TABLE OF CONTENTS
 
 
  
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4
 
   
  
 
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73
 
   
  
 
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74
 
   
  
 
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79
 
 
i
CERTAIN TERMS
Unless otherwise stated in this Report, references to:
 
•  
“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted in connection with the consummation of our initial public offering;
 
•  
“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
 
•  
“Founders” are to Christopher Gaertner and Thomas Morgan, Jr.;
 
•  
“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
 
•  
“initial public offering” refers to our initial public offering units, consisting of one Class A ordinary share and
one-third
of one redeemable warrant;
 
•  
“management” or our “management team” are to our executive officers and directors;
 
•  
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
 
•  
“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;
 
•  
“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);
 
•  
“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
 
•  
“sponsor” are to DHC sponsor, LLC, a Delaware limited liability company; and
 
•  
“we,” “us,” “our,” “company” or “our company” are to DHC Acquisition Corp., a Cayman Islands exempted company.
 
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This annual report on Form
10-K
(this “Report”), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors:
 
  •  
we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;
 
  •  
our ability to select an appropriate target business or businesses;
 
  •  
our ability to complete our initial business combination;
 
  •  
our expectations around the performance of a 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;
 
  •  
the lack of a market for our public securities;
 
  •  
our potential ability to obtain additional financing to complete our initial business combination;
 
  •  
our pool of prospective target businesses;
 
  •  
our ability to consummate an initial business combination due to the uncertainty resulting from the recent
COVID-19
pandemic;
 
  •  
the ability of our officers and directors to generate a number of potential business combination opportunities;
 
  •  
our public securities’ potential liquidity and trading;
 
  •  
the use of proceeds not held in the trust account (as described below) or available to us from interest income on the trust account balance;
 
  •  
the trust account not being subject to claims of third parties;
 
  •  
our financial performance; or
 
2
  •  
the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report.
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Report entitled “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
3
PART I
ITEM 1. BUSINESS
Summary
General
We are a recently organized blank check company incorporated as a Cayman Islands corporation 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 Report as our initial business combination. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. We are a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash. To date, our efforts have been limited to organizational activities and activities related to our initial public offering as well as the search for a prospective business combination target.
On March 4, 2021, Company consummated its initial public offering of 30,000,000 units, at an offering price of $10.00 per Unit and a private placement with DHC Acquisition LLC of 6,000,000 private placement warrants at a price of $1.00 per warrant. On March 5, the Company consummated a partial exercise by the underwriters of the initial public offering of their over-allotment option for 945,072 units (the “Overallotment Units”) and 126,010 private placement warrants (together with the private placement warrants offered and sold in our initial public offering, the “Private Placement”). The net proceeds from our initial public offering and the Overallotment Units together with certain of the proceeds from the Private Placement, $309,450,720 in the aggregate, were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the initial public offering with Continental Stock Transfer & Trust Company acting as trustee.
Business Strategy
We believe that our management team is well positioned to identify acquisition opportunities in the marketplace and that our contacts and transaction sources, ranging from owners and directors of private and public companies, private equity and venture capital funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, will allow us to generate attractive acquisition opportunities.
Our strategy is to identify, acquire and, after our initial business combination, help build and grow, a U.S. or
non-U.S.
technology and technology-enabled business in the automotive, consumer, aerospace/defense, enterprise software or
E-commerce
sector. We plan to continue to seek potential targets which we believe can materially grow revenue and earnings both organically and inorganically through the efforts of a combined management team following the completion of the initial business combination. These types of companies manufacture and/or distribute products or provide services to a broad range of customers and
end-use
markets. We believe that technology companies in private markets are fundamentally changing global commerce at an unparalleled pace by forming new markets, delivering new customer experiences and disrupting and disintermediating legacy industries. Nimble privately held technology companies are leveraging these advances and practices to innovate new business models and address market needs that will enable them to reach significant scale and drive shareholder value. DHC Acquisition Corp. is focused on the nexus of where technology and the largest legacy markets are intersecting. By leveraging the management team’s collective contacts and transaction sources, ranging from owners and directors of private and public companies, private equity and venture capital funds, investment bankers, lenders, attorneys, accountants and other trusted advisors across various sectors, we believe attractive acquisition opportunities can be identified and pursued.
Specifically, we believe the following investment highlights and value propositions can help us to identify an opportunity and allow for a successful transaction:
 
4
Proprietary Network of Leading Industry Relationships, Sourcing Channels, and Third-Party Advisors from Across the Business World
We utilize what our management team believes is an accomplished and proven network of direct and third-party advisor relationships to assist with target company origination and evaluation, due diligence and implementation of value creation programs and activities in connection with and following our initial business combination. We believe that Mr. Gaertner’s extensive relationships developed over a
25-year
career in investment banking for technology companies as well as his experience as a financial services professional, will help us to identify and complete an attractive business combination. In addition, the unique experience and professional network of each member of our board of directors help us facilitate connectivity to owners and directors of private and public companies, private equity and venture capital funds, investment bankers, lenders, attorneys, accountants, financial intermediaries, and other trusted advisors.
Strong M&A and Public Capital Markets Track Record
We believe that potential sellers of target businesses will view our management’s deep, full cycle experience as an advisor in leading over 100 initial public offerings and M&A transactions and the relationships cultivated with the investment community, as a set of differentiated capabilities. These abilities may be attractive to counterparties, allowing them to focus on operating the company rather than the significant demands imposed by a traditional initial public offering or sale process. The fact that members of our management team have successfully advised on numerous business combinations and capital markets transactions and have overseen the management of over half a billion dollars of capital is a positive factor in considering whether or not to enter into a business combination with us.
Board of Directors Composed of Seasoned Executives, Experienced in Growing Industry-Leading Companies at Scale and Overseeing Transformative Business Combinations
We have recruited and organized a group of three highly accomplished and engaged independent directors who bring with them public company governance, executive leadership, operations oversight and capital markets expertise. Our Board members have served as directors, chief executive officers or in other executive and advisory capacities for numerous publicly listed and privately-owned companies. Our directors have extensive experience with acquisitions, divestitures and corporate strategy and possess relevant domain expertise in the sectors where we expect to source business combination targets including, but not limited to, the automotive, consumer, aerospace/defense, enterprise software and
E-commerce
sectors. We believe their collective expertise, contacts and relationships make us a highly competitive and desirable merger partner.
Ability to Leverage Our Deep Operational and Management Expertise
Our management team includes industry experts with the ability to identify attractive business combination candidates and capitalize on favorable industry trends. The breadth and depth of our operating and investing experience will enable us to consider candidates in multiple sectors within the technology industry and target areas with compelling potential returns. Additionally, members of our board of directors have led large public and private companies through transformative transactions and strategic decisions and bring a wealth of executive experience and insight to our decision-making process. We believe this experience makes us very well suited to identify, source, negotiate and execute an initial business combination.
Long-Term Partnership Approach
Our management has a history of acting as a long-term partner to clients, serving as a trusted advisor to growth companies through their lifecycle, to established companies undergoing transition as well as to business leaders and families on generational wealth management. By partnering with DHC Acquisition Corp., sellers of potential target businesses will be able to take control of the capital markets process and accelerate and
de-risk
their path to public company status rather than undergo a traditional initial public offering process. We believe we are unique among listed SPAC vehicles due to our management’s extensive research, analysis, experience and focus with respect to the acceleration of technology cycles, including the disintermediation of existing businesses, the transformation of legacy companies, the creation of new verticals and growth of market capitalization.
 
5
Acquisition Criteria
Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe:
 
  •  
are in the technology industry and can benefit from the extensive networks and insights we have built. In addition, we expect to evaluate targets in related industries that can use technology to drive meaningful operational improvements and efficiency gains, or enhance their strategic positions by using technology solutions to differentiate offerings;
 
  •  
have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth and profitability;
 
  •  
will likely be well received by public investors and are expected to have good access to the public capital markets;
 
  •  
can benefit from attracting incremental capital in connection with the initial business combination by pursuing growth opportunities both operationally and through merger and acquisition activity after the initial business combination;
 
  •  
are at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where we believe we can drive improved financial performance and where an acquisition may help facilitate growth through merger and acquisition activity in the future. We believe that we are well-positioned to evaluate and improve a company’s growth prospects and help it realize the opportunities to create shareholder value following the consummation of a business combination;
 
  •  
have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors;
 
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our management team understands well, including those businesses where we believe we can drive meaningful operational improvements and efficiency gains, or enhance its strategic position by using technology solutions to differentiate its offering;
 
  •  
have significant embedded and/or underexploited expansion opportunities. This can be accomplished through a combination of accelerating organic growth and finding attractive
add-on
acquisition targets. Our management team has significant experience in advising companies in transformative corporate decisions and working with management teams to assess the strategic and financial fit;
 
  •  
exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace based on our company specific analysis and due diligence review. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of earnings, potential for operational improvements, corporate governance, customers, material contracts, and industry background and trends. We intend to leverage the insights of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue; and
 
  •  
will offer attractive risk-adjusted equity returns for our shareholders. We will seek to acquire a target on terms and in a manner that leverages our experience. Financial returns will be evaluated based on (i) the potential for organic growth in cash flows, (ii) the ability to achieve cost savings, (iii) the ability to accelerate growth, including through the opportunity for
follow-on
acquisitions and (iv) the prospects for creating value through strategic initiatives. Potential upside from growth in the target business’ earnings and an improved capital structure will be weighed against identified downside risks.
 
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These criteria and guidelines 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 criteria and guidelines as well as other considerations, factors, criteria and guidelines 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 and guidelines 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.
Initial Business Combination
Nasdaq rules require that we complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.
We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
Our Business Combination Process
In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that may encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable),
on-site inspection
of facilities and assets (as permitted), discussion with customers and suppliers, commissioning of expert reports (as needed), legal reviews and other reviews as we deem appropriate.
 
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We are not prohibited from pursuing an initial business combination with a company that is affiliated with our officers, directors or advisors. In the event we seek to complete our initial business combination with a company that is affiliated with our officers, directors or advisors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our Founders, sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
Status as a Public Company
We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method to be a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to an underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and can aid in attracting talented employees.
While we believe that our structure and the backgrounds of the members of our management team make us an attractive business partner, some potential target businesses may view our status as a blank check company, including our lack of an operating history and our need to seek shareholder approval of any proposed initial business combination, negatively.
 
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We are 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”). 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 our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by
non-affiliates
exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in
non-convertible
debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation
S-K.
Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by
non-affiliates
equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by
non-affiliates
equals or exceeds $700 million as of the prior June 30.
Financial Position
As of December 31, 2021, we had approximately $309,450,720 held in the trust account and available for a business combination (assuming no redemptions). After consideration of $10,830,775 of deferred underwriting fees payable upon consummation of a 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 consolidated 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
General
We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds from our initial public offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
 
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If our initial business combination is paid for using equity or debt, 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-business combination 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 current basis for investors in us to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or to take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Accordingly, there is no current basis for investors in us to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.
Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
Sources of Target Businesses
We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. We also may engage professional firms or other individuals that specialize in business acquisition, including one or more of the underwriters of our initial public offering, or one of their respective affiliates, or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In addition, the underwriters of our initial public offering may provide these services without additional compensation. We will formally engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any
out-of-pocket
expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.
 
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We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, Founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our Founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such 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.
Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. See “Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”
Evaluation of a Target Business and Structuring of Our Initial Business Combination
In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
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 a limited number of products or services.
 
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Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business Combination
We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the Securities and Exchange Commission (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 applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:
 
  •  
We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);
 
  •  
Any of our directors, officers or substantial security holder (as defined by Nasdaq rules) has a 5% 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 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or
 
  •  
The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and other reasons, which include a variety of factors, including, but not limited to:
 
  •  
the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
 
  •  
the expected cost of holding a shareholder vote;
 
  •  
the risk that the shareholders would fail to approve the proposed business combination;
 
  •  
other time and budget constraints of the company; and
 
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  •  
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
Permitted Purchases and Other Transactions with Respect to Our Securities
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making 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.
In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. 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 be required to comply with such rules.
The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) 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. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, officers, directors and/or their affiliates are restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule
10b-5
of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
 
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Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The
per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters of our initial public offering. 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. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Limitations on Redemptions
Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
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 applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically 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 or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.
 
14
If we hold a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
 
  •  
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
 
  •  
file proxy materials with the SEC.
In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s founder shares, we would need 11,604,402, or 37.5% (assuming all issued and outstanding shares are voted), or 1,934,067, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 30,945,072 public shares sold in connection with our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
If we conduct redemptions pursuant to the tender offer rules of the SEC, 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 and our sponsor will terminate any plan established in accordance with Rule
10b5-1
to purchase Class A ordinary shares in the open market, in order to comply with Rule
14e-5
under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule
14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
 
15
Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public 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 our initial public offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the 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 meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.
 
16
Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until March 4, 2023.
Redemption of Public Shares and Liquidation If No Initial Business Combination
Our amended and restated memorandum and articles of association provide that we only have 24 months from the closing of our initial public offering to consummate an initial business combination. If we have not consummated an initial business combination by March 4, 2023, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); 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 consummate an initial business combination by March 4, 2023. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, then we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our initial public 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).
Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
 
17
including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director, or any other person.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining in working capital held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all of the net proceeds from our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the
per-share
redemption amount received by shareholders upon our dissolution would be $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 less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will 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. Citigroup Global Markets Inc. will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,
provided
that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
 
18
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, 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 less than $10.00 per public share.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the Underwriter against certain liabilities, including liabilities under the Securities Act. We will have access to up to $861,474 of proceeds held outside of the trust account (as of December 31, 2021), with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.
If we file a bankruptcy or
winding-up
petition or an involuntary bankruptcy or
winding-up
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency 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 public share to our public shareholders. Additionally, if we file a bankruptcy or
winding-up
petition or an involuntary bankruptcy or
winding-up
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders are entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
 
19
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 and leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the 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 outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 535 Silicon Drive, Suite 100, Southlake, TX 76092. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Employees
We currently have two executive officers: Christopher Gaertner and Thomas Morgan, Jr.. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of our business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.
Periodic Reporting and Financial Information
We have registered 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 contain financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
 
20
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 of 2002 (the “Sarbanes-Oxley Act”). Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
We have filed a Registration Statement on
Form 8-A
with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by
non-affiliates
exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in
non-convertible
debt during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation
S-K.
Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by
non-affiliates
exceeds $250 million as of the prior June 30, 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 30.
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.
 
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Item 1A. Risk Factors
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Summary of Risk Factors
The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our ordinary shares to decline. These risks are discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:
 
  •  
We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
 
  •  
Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
 
  •  
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
 
  •  
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
 
  •  
If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
 
  •  
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
 
  •  
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.
 
  •  
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
 
  •  
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
 
  •  
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
 
  •  
The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
 
22
  •  
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.
 
  •  
We may not be able to consummate an initial business combination within 24 months after the closing of our initial public 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.
 
  •  
If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
 
  •  
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.
 
  •  
As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently formed company, incorporated under the laws of the Cayman Islands with no operating results. 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.
Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or 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. Our management has no experience in operating special purpose acquisition companies.
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, 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
 
23
shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any 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, 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.
If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
Our initial shareholders own, on an
as-converted
basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public offering. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 11,604,402 or 37.5% (assuming all issued and outstanding shares are voted), or 1,934,067, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 30,945,072 public shares sold in connection with our initial public offering and the underwriters’ partial exercise of their over-allotment option to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our public shareholders are only entitled to receive funds from the trust account upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly 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 provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
 
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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 cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities.
If Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on
an over-the-counter market.
If this were to occur, we could face significant material adverse consequences, including:
 
  •  
a limited availability of market quotations for our securities;
 
  •  
reduced liquidity for our securities;
 
  •  
a determination that our Class A ordinary shares 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;
 
  •  
a limited amount of news and analyst coverage; and
 
  •  
a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, as amended, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
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, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
 
25
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The
per-share
amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire 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 funds in 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 consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame 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.
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 December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease
(COVID-19)
a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to
COVID-19,
and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The
COVID-19
outbreak 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 target business with which we consummate a business combination could be materially and adversely affected.
 
26
Furthermore, we may be unable to complete a business combination if continued concerns relating to
COVID-19
continues to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. 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 target 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 in third-party financing being unavailable on terms acceptable to us or at all.
Finally, the outbreak of
COVID-19
may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.
We may not be able to consummate an initial business combination within 24 months after the closing of our initial public 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.
We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of
COVID-19
continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of
COVID-19
may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
per-share
redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, where otherwise permissible under applicable laws, rules and regulations, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.
 
27
Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) 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. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example, we may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.
As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.
In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
 
28
Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
Recently, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such
claims (“run-off insurance”).
The need
for run-off insurance
would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to as the “Excess Shares,” without our prior consent. 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.
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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account 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 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 technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and
 
29
our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
per-share
redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.
As of December 31, 2021, we had $861,474 in cash held outside the trust account to fund our working capital requirements. We expect to 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 or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into 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 required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or we may be forced to liquidate. None of our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may 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 warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team 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 have not consummated our initial business combination within the required time period 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 an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
per-share
redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
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 December 31, 2021, we had $861,474 in cash held outside the trust account to fund our working capital requirements. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital are discussed in the section of this Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.
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.
 
30
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.
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 fell due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.
We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual general meetings or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
We will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our securities than a direct investment, if an opportunity were available, in a business combination target. 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 Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
 
31
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
Our amended and restated memorandum and articles of association does provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination, changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at
least two-thirds of
our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in our initial public offering, we would register, or seek an exemption from registration for, the affected securities.
You will not be entitled to protections normally afforded to investors of many other blank check companies.
Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement warrants and have filed a Current Report on Form
8-K,
including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.
 
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Subsequent to our 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 the price of our securities, 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 identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or
write-off
assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be
non-cash
items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing
debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders 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 public 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, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the
per-share
redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, 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 amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriter of our initial public 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.
 
33
However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
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 and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.
If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy 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 petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy 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 petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the
per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
 
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Holders of Class A ordinary shares are not be entitled to vote on any election of directors we hold prior to our initial business combination.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to our 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.
Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities in any sector, except that we are not, pursuant to our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our 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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
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 applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
 
35
We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than
one-to-one
at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. There are 469,054,928 and 42,263,732 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof as described herein and in our amended and restated memorandum and articles of association. There are no preference shares issued and outstanding.
We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares or 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 as set forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
 
  •  
may significantly dilute the equity interest of our investors, 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 Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
 
  •  
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
 
  •  
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
 
36
  •  
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
 
  •  
may not result in adjustment to the exercise price of our warrants.
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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Report on Form
10-K
for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
 
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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 Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the
per-share
amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
 
  •  
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
 
  •  
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
 
  •  
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
 
  •  
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
 
  •  
our inability to pay dividends on our Class A ordinary shares;
 
  •  
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, 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.
We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
As of December 31, 2021, we had approximately $299,870,085 available to consummate an initial business combination after payment of the estimated expenses of our initial public offering and $10,830,775 of deferred underwriting fees.
We may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
 
  •  
solely dependent upon the performance of a single business, property or asset; or
 
38
  •  
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies into 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.
Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or 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 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.
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,
 
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each of which may make it difficult for us to complete our initial business combination. In addition, we may have burdensome requirements imposed upon us, including:
 
  •  
registration as an investment company with the SEC;
 
  •  
adoption of a specific form of corporate structure; and
 
  •  
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly 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 provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
 
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The provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of at least
two-thirds
of our ordinary shares who attend and vote at a shareholder meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.
Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least
two-thirds
of our ordinary shares who attend and vote at a shareholder meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than
two-thirds
of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our sponsor and its permitted transferees, if any, who will collectively beneficially own, on an
as-converted
basis, 20% of our Class A ordinary shares upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our
pre-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.
Our sponsor, executive officers, and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, and directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet negotiated the acquisition of a target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants 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. The current economic environment may make it difficult for companies to obtain acquisition financing. 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. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
 
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Risks Relating to Our Securities
If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.
If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
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 are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their
pro-rata
share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the
per-share
redemption amount received by public shareholders may be less than $10.00 per share.
The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.
 
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We may amend the terms of the public warrants and the private placement warrants in a manner that may be adverse to holders of public warrants and the holders of the private placement warrants, respectively, with the approval by the holders of at least 65% of the then-outstanding public warrants and the holders of at least 65% of the then-outstanding private placement warrants, respectively. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants and private placement warrants, respectively, with the consent of at least 65% of the then-outstanding public warrants, and at least 65% of the then-outstanding private placement warrants, is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreement designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
 
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This
choice-of-forum
provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant pursuant to certain anti-dilution adjustments) for any 20 trading days within a 30
trading-day
period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant pursuant to certain anti-dilution adjustments) for any 20 trading days within a 30
trading-day
period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the private placement warrants will be redeemable by us as (except under limited circumstances described in the final prospectus related to our initial public offering) so long as they are held by our sponsor or its permitted transferees.
Our warrants 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.
In connection with our initial public offering and partial over-allotment exercise by our underwriters, we issued warrants to purchase 10,315,024 of our Class A ordinary shares as part of the units offered in our initial public offering, and we issued in a private placement an aggregate of 6,126,010 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. Our initial shareholders currently own an aggregate of 7,736,268 founder shares. The founder shares are convertible into Class A ordinary shares on a
one-for-one
basis, subject to adjustment as set forth herein. In addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. We may also issue Class A ordinary shares in connection with our redemption of our warrants.
To the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
 
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The private placement warrants are identical to the warrants sold as part of the units in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.
Because each unit contains
one-third
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-third
of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole 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-third
of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit 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 most blank check companies, 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 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) (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 and $10.00 per share redemption trigger prices decribed below adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% and 100% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult for us to consummate an initial business combination with a target business.
We may not hold an annual general meeting until after the consummation of our initial business combination.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual general meetings or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
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
outbreak. 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.
 
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Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the election of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
The grant of registration rights to our sponsor 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 the registration and shareholder rights entered into in connection with the closing of our initial public offering, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A ordinary shares issuable upon exercise of such private placement warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.
Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on
an as-converted basis,
20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (1) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and (2) any private placement warrants issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less
than one-to-one. This
is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.
 
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Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Our initial shareholders own 20% of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our sponsor purchases of our securities in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, has any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which will generally serve for a 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 sponsor, because of its 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 sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
Risks Relating to our sponsor and Management Team
We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or
key-man
insurance on the life of, any of our directors or executive officers.
The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we 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, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the 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. Such negotiations also could make
 
47
such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. In addition, pursuant to an agreement t, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive 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 executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
In addition, our Founders, sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. 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 such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.
 
48
Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities. Our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our Founders, sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, 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.
Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the post-business combination 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-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire
 
49
a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may have acquired during or may acquire after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
On December 2, 2020, our sponsor paid $25,000 or approximately $0.003 per share, to cover certain of our offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. The number of founder shares outstanding was determined based on the total offering size of the initial public offering was 25,000,000 units, and therefore that such founder shares would represent 20% of the outstanding shares after the initial public offering. The founder shares will be worthless if we do not complete an initial business combination.
In addition, simultaneously with the closing of our initial public offering, our sponsor purchased 6,000,000 private placement warrants at a price of $1.50 per private placement warrants, for an aggregate purchase price of $9,000,000. On March 5, the sponsor purchased 126,010 private placement warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. each private placement warrant is exercisable for one share of Class A ordinary shares, at $11.50 per share, for an aggregate purchase price of $9,189,015, or $1.50 per warrant, that will also be worthless if we do not complete our initial business combination.
The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as we near the end of the completion window.
We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
 
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General Risk Factors
We have identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Notwithstanding the advice on the specific matter also obtained from professional third parties, we have identified a material weakness in our internal control over financial reporting related to the Company’s accounting and reporting of complex financial instruments, including application of ASC
480-10-S99-3A
to its accounting classification of public shares. As a result of this material weakness, our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2021. We have taken a number of measures to remediate the material weaknesses described herein. However, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our shares of Class A ordinary shares are listed, the SEC or other regulatory authorities. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our share price may decline as a result. We cannot assure you that any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.
We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
As a result of such material weakness, the restatement, the change in accounting for the temporary equity, the resulting material weakness and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete an initial business combination.
 
51
Our Warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our public warrants, private placement warrants and forward purchase warrants, and determined that our warrants should be reclassified as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
Therefore, included on our balance sheet as of December 31, 2021 contained elsewhere in this Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification
815-40,
“Derivatives and Hedging—Contracts on an Entity’s Own Equity”, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting
non-cash
gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize
non-cash
gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.
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.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by
non-affiliates
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.
 
52
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 those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) 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
equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by
non-affiliates
equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with those of other public companies difficult or impossible.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
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. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.
We have been advised by our Cayman Islands legal counsel that 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
 
53
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.
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 (or portion thereof) that is included in the holding period of a beneficial owner of our Class A ordinary shares who or that is (i) an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax 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 (as defined in the U.S. Internal Revenue Code of 1986, as amended) have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person (a “U.S. Holder”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC
start-up
exception. Depending on the particular circumstances, the application of the
start-up
exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the
start-up
exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. 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, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.
Our initial business combination and our structure thereafter may not
be tax-efficient to
our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
Although we will attempt to structure our initial business combination in
a tax-efficient manner,
tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may: structure our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.
In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local
and non-U.S. taxing
authorities. This additional complexity and risk could have an adverse effect on
our after-tax profitability
and financial condition.
 
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After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases impossible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
Risks Associated with Acquiring and Operating a Business in Foreign Countries
If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
 
  •  
costs and difficulties inherent in managing cross-border business operations;
 
  •  
rules and regulations regarding currency redemption;
 
  •  
complex corporate withholding taxes on individuals;
 
  •  
laws governing the manner in which future business combinations may be effected;
 
  •  
exchange listing and/or delisting requirements;
 
  •  
tariffs and trade barriers;
 
  •  
regulations related to customs and import/export matters;
 
  •  
local or regional economic policies and market conditions;
 
55
  •  
unexpected changes in regulatory requirements; 
 
  •  
longer payment cycles;
 
  •  
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
 
  •  
currency fluctuations and exchange controls;
 
  •  
rates of inflation;
 
  •  
challenges in collecting accounts receivable;
 
  •  
cultural and language differences;
 
  •  
employment regulations;
 
  •  
underdeveloped or unpredictable legal or regulatory systems;
 
  •  
corruption;
 
  •  
protection of intellectual property;
 
  •  
social unrest, crime, strikes, riots and civil disturbances;
 
  •  
regime changes and political upheaval;
 
  •  
terrorist attacks, natural disasters and wars; and
 
  •  
deterioration of political relations with the United States.
We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
Global economic, political and market conditions may adversely affect our business
and our ability an attractive target business
with
which to consummate our initial business combination.
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility, could adversely affect global economic, political and market conditions and our ability to attract target businesses with which to consummate our initial business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our business, and could cause the market value of our securities to decline. These market and economic disruptions could also negatively impact our ability 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, and structure, negotiate and complete a business combination.
 
56
Substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.
Exchange rate fluctuations and currency policies may cause a target business’s 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 may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of
non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.
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.
Item 1B. Unresolved Staff Comments
None.
 
57
Item 2. Properties
We currently maintain our executive offices at 535 Silicon Drive, Suite 100, Southlake, TX 76092. The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Item 3. Legal Proceedings
To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 4. Mine Safety Disclosures
Not applicable.
 
58
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
Our units, Class A ordinary and warrants are each traded on the Nasdaq under the symbols “DHCAU,” “DHCA” and “DHCAW,” respectively.
(b) Holders
As of December 31, 2021, there was 1 holder of record of our units, 1 holder of record of our Class A ordinary shares, 1 holder of record for our Class B ordinary shares and were 2 holders of record for our warrants.
(c) 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 our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
None
(e) Performance Graph
Not applicable.
(f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.
Unregistered Sales
On December 29, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. 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.
Simultaneous with the consummation of our initial public offering and the issuance and sale of the Units, the Company consummated the private placement of 6,000,000 private placement warrants at a price of $1.50 per private placement warrant, generating total proceeds of $9,000,000. On March 5, 2021, simultaneous with the consummation of the partial exercise by the underwriters of our initial public offering of their over-allotment option, the Company consummated the private placement of 126,010 private placement warrants at a price of $1.50 per private placement warrant, generating additional total proceeds of $189,014. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and no underwriting discounts or commissions were paid with respect to such sale.
 
59
Use of Proceeds
On December 29, 2020, the sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available.
Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $309,450,720 was placed in a segregated non-interest bearing trust account (the “Trust Account”), located in the United State. We incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees, $10,830,775 of deferred underwriting fees and $481,557 of other costs. The net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are invested in U.S. government treasury bills with a maturity of 180 days or less and 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.
We paid a total of $6,189,014 in underwriting discounts and commissions and approximately $481,557 for other costs and expenses related to the initial public offering. In addition, the Underwriter agreed to defer $10,830,775 in underwriting discounts and commissions.
(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’ s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Report . Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form
10-K.
Overview
We are a blank check company incorporated in the Cayman Islands on December 22, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities through December 31, 2021 were organizational activities, those necessary to prepare for the initial public offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate
non-operating
income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
 
60
For the year ended December 31, 2021, we had a net income of $5,077,920, which consists of operating and formation costs of $2,312,931 and transaction costs allocable to warrant liabilities of $586,339, offset by a change in fair value of warrant liabilities of $7,977,190.
For the period from December 22, 2020 (inception) through December 31, 2020, we had a net loss of $5,000 which consists of operating and formation costs.
Liquidity and Going Concern
On March 4, 2021, we consummated the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 private placement warrants at a price of $1.50 per private placement warrant in a private placement to the sponsor, generating gross proceeds of $9,000,000.
On March 5, 2021, the underwriters’ of our initial public offering partially exercised their over-allotment option, and we consummated the sale of an additional 945,072 Units at a price of $10.00 per Unit, generating total gross proceeds of $9,450,720. In addition, we also consummated the sale of an additional 126,010 private placement warrants at $1.50 per private warrant, generating total gross proceeds of $189,015.
Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $309,450,720 was placed in the Trust Account. We incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other costs.
For the year ended December 31, 2021, cash used in operating activities was $1,650,170. Net income of $5,077,920 was affected by change in fair value of warrant liabilities of $7,977,190 and transaction costs allocatable to warrant liabilities of $586,339. Changes in operating assets and liabilities used $662,761 of cash for operating activities.
For the period from December 22, 2020 (inception) through December 31, 2020, cash used in operating activities was $0. Net loss of $5,000 was affected by formation cost paid by sponsor in exchange for issuance of founder shares.
As of December 31, 2021, we had cash held in the Trust Account of $309,450,720. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.
As of December 31, 2021, we had cash of $861,474. We intend to use the funds held outside the Trust Account 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, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we will repay such loaned amounts. In the event that a 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 warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants.
 
61
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 4, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2023.
Off-Balance
Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative services. We began incurring these fees on March 4, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.
The underwriters of our initial public offer are entitled to a deferred fee of $0.35 per unit, or $10,830,775 in the aggregate. The deferred fee will become payable to the underwriters of our initial public offering from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. We account for the Warrants in accordance with the guidance contained in
ASC815-40
under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The private placement warrants and the public warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the public warrants from the Units, the public warrant quoted market price will be used as the fair value as of each relevant date.
 
62
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.
Net Income (Loss) Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. We apply the
two-class
method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No.
2020-06, “Debt—Debt
with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
This information appears following Item 15 of this Report and is included herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
63
As required by Rules
13a-15
and
15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management intends to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
Management’s Report on Internal Controls Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’ assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal year, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, in light of the material weakness described above, we plan to continue to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, as discussed above, we intend to expand and improve our review process for complex securities and related accounting standards. Thus far we have improved this process by enhancing access to accounting literature, identifying third-party professionals with whom to consult regarding complex accounting applications and we are considering additional staff with the requisite experience and training to supplement existing accounting professionals.
Item 9B. Other Information
None.
 
64
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
As of the date of this Report, our directors and officers are as follows:
 
Name
   
Age
   
Position
Christopher Gaertner    59   
Co-Chief Executive
Officer, Chief Financial Officer and Director
Thomas Morgan, Jr.    61   
Co-Chief Executive
Officer
Joseph DePinto    59    Director
Richard Dauch    61    Director
Kathleen Hildreth    60    Director
Christopher
 Gaertner
has served as
DHC’s Co-Chief Executive
Officer and Chief Financial Officer, and a director of the company since December 2020. Mr. Gaertner is currently a director partner at Integrity Partners and has held this position since February 2020. Mr. Gaertner was a Senior Advisor at Rothschild & Co., a large investment bank, from February 2020 until December 2021. Prior to this, Mr. Gaertner served as the Vice Chairman and Global Head of Technology Investment Banking of Rothschild & Co. from March 2017 until February 2020. Previously, Mr. Gaertner was the Global Head of Corporate Finance Technology Investment Banking at Credit Suisse, a large investment bank, from 2012 to May 2017. Prior to that, he was the Global Head of Technology Investment Banking at Bank of America Merrill Lynch, a large investment bank, from 2005 to 2012. Mr. Gaertner is a director for FinTech Evolution Acquisition Group (NYSE: FTEV), a special purpose acquisition company, and has served in this position since March 2021. Mr. Gaertner also currently serves as a director to Ravenwood Solutions, a private company that provides government agencies and commercial clients with technology and services. Mr. Gaertner received his B.S. from the United States Military Academy and his MBA from the Wharton School, University of Pennsylvania. He also received his MSEE from Columbia University, and he is a CFA charterholder.
Thomas Morgan, Jr
has served as
DHC’s Co-Chief Executive
Officer since December 2020. Mr. Morgan, Jr. is the founder and Chief Executive Officer of Corps Capital Advisors LLC, an investment advisory firm, which he founded in July 2019. Previously, Mr. Morgan, Jr. served as a Managing Director at Morgan Stanley, a large investment bank, from 2009 to July 2019. Mr. Morgan received his B.S. from the United States Military Academy and his MBA from Harvard University.
Joseph DePinto
has served as a director of DHC since March 2021. Mr. DePinto is the Chairman of the board of directors of Brinker International (NYSE: EAT), a multinational hospitality company, serving in this position since November 2013. He is President and Chief Executive Officer
of 7-Eleven, Inc.,
a large multi-unit retail company, serving in this position since December 2005. Mr. DePinto currently serves on the board of directors
of 7-Eleven, Inc.
and 7 & i Holdings Co., Ltd. He also serves on the Boards of the Business Executives for National Security, the UT Southwestern Medical Foundation and the Johnny Mac Soldiers Fund. Mr. DePinto received his B.S. from the United States Military Academy and his MBA from Kellogg School of Management.
Richard Dauch
has served as a director of DHC since March 2021. Mr. Dauch is currently the Chief Executive Officers, President and Director of Workhorse Group Inc. (Nasdaq: WKHS), a technology company focused on providing drone-integrated electric vehicles, and has held this position since August 2021. Mr. Dauch is the former Chief Executive Officer of Delphi Technologies plc, a large multi-national auto parts company, serving in this position from January 2019 to October 2020. Mr. Dauch is a Special Advisor to BorgWarner, Inc. (NYSE: BWA), an automobile parts manufacturer, and has served in this role since October 2020. Mr. Dauch is a director of The SHYFT Group, Inc. (Nasdaq: SHYF), a specialty vehicle manufacturer, and has served in this capacity since 2010. Previously, Mr. Dauch served as President and Chief Executive Officer of Accuride Corporation (NYSE: ACW), a global automotive and commercial vehicle supplier from February 2011 to January 2019. Mr. Dauch received his B.S. from the United States Military Academy and his MSEM from the Massachusetts Institute of Technology.
Kathleen Hildreth
has served as a director of DHC since March 2021. Ms. Hildreth is the Managing Director & Principal of M1 Support Services, L.P., a large government contractor focusing on military aircraft, which
she co-founded in
2003. Prior to founding M1 Support Services, L.P., from 2001 to 2003 Ms. Hildreth served as Vice President Business Development for DynCorp International, a large military contractor. Ms. Hildreth received her B.S. from the United States Military Academy and her M.Ed. from Georgia Southern University.
 
65
Number and Terms of Office of Officers and Directors
Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Christopher Gaertner, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Richard Dauch and Joseph DePinto, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Kathleen Hildreth, will expire at our third annual general meeting.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Our sponsor, upon and following consummation of an initial business combination, is entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to 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 one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
 
66
Director Independence
Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Richard Dauch, Joseph DePinto and Kathleen Hildreth are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Committees of the Board of Directors
Our board of directors has three standing committees: an audit committee, a nominating 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. Subject
to phase-in rules
and a limited exception, the rules of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.
Audit Committee
Richard Dauch, Joseph DePinto and Kathleen Hildreth serve as members of our audit committee. Our board of directors has determined that each of Richard Dauch, Joseph DePinto and Kathleen Hildreth are independent under Nasdaq listing standards and applicable SEC rules. Richard Dauch serves as the Chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Richard Dauch qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
The audit committee is responsible for:
 
  •  
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
 
  •  
monitoring the independence of the independent registered public accounting firm;
 
  •  
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
 
  •  
inquiring and discussing with management our compliance with applicable laws and regulations;
 
  •  
pre-approving
all audit services and permitted
non-audit
services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
 
  •  
appointing or replacing the independent registered public accounting firm;
 
  •  
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
 
  •  
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
 
  •  
monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and
 
67
  •  
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
Nominating Committee
Richard Dauch, Joseph DePinto and Kathleen Hildreth serve as members of our nominating committee and Joseph DePinto serves as chairman of the nominating committee. Under Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of Richard Dauch, Joseph DePinto and Kathleen Hildreth are independent.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which will be specified in a charter adopted by us, generally provide that persons to be nominated:
 
  •  
should have demonstrated notable or significant achievements in business, education or public service;
 
  •  
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
 
  •  
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
Compensation Committee
Richard Dauch, Joseph DePinto and Kathleen Hildreth serve as members of our compensation committee and Kathleen Hildreth serves as chair of the compensation committee. Under Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Richard Dauch, Joseph DePinto and Kathleen Hildreth are independent. We have adopted 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
Co-Chief
Executive Officer and our
Co-Chief
Executive Officer and Chief Financial Officer, evaluating our
Co-Chief
Executive Officer and our
Co-Chief
Executive Officer and Chief Financial Officer performance in light of such goals and objectives and determining and approving the remuneration (if any) of our
Co-Chief
Executive Officer and our
Co-Chief
Executive Officer and Chief Financial Officer based on such evaluation;
 
  •  
reviewing and approving the compensation of all of our other Section 16 executive officers;
 
  •  
reviewing our executive compensation policies and plans;
 
  •  
implementing and administering our incentive compensation equity-based remuneration plans;
 
68
  •  
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 executive 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.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Code of Ethics
We have adopted a Code of Ethics applicable to our directors, officers and employees. 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.
Conflicts of Interest
Under Cayman Islands law, directors and officers 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 to exercise powers fairly as between different sections of shareholders;
 
  •  
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 of that director.
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.
 
69
Certain of our Founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:
 
Individual
   
Entity
   
Entity’s Business
   
Affiliation
Christopher Gaertner    Ravenwood Solutions    Defense Contracting    Director
   FinTech Evolution Acquisition Corp.    Special Purpose Acquisition Company    Director
   Integrity Partners    Private Investments    Partner
Thomas Morgan, Jr.    Corps Capital Advisors LLC    Investment Management    Chief Executive Officer and Founder
   Hudson River Partners LP 1    Hospitality    Limited Partner
   Mingo Private Investments, LLC    Investment Management    Principal
   Brush County Wildlife Supply, L.L.C.    Sporting Goods    Director
   Integrity Partners    Private Investments    Principal
   Service Capital Management    Real Estate Investment    Investor/Advisory Board Member
   Nebraska Grain and Salt    Commodity Logistics    Investor and Director
Joseph DePinto   
7-Eleven, Inc.
    Retail    President and Chief Executive Officer, Director
   7 & i Holdings Co., Ltd.    Retail    Director
   Brinker International    Hospitality    Chairman of the Board of Directors
   Business Executives for National Security    Nonprofit    Director
   UT Southwestern Medical Foundation    Nonprofit    Trustee
   Johnny Mac Soldiers Fund    Nonprofit    Director
   Hudson River Partners LP 1    Hospitality    Limited Partner
   DSE Hockey Club, L.P.    Sports    Member of Advisor Council
   Japan-America Society of Dallas-Fort Worth    Civic Organization    Member of Advisory Council
Richard Dauch       Transportation Technology    Workhouse Group Inc.
   The SHYFT Group, Inc.    Specialty Vehicle Manufacturer    Director
   West Point Optical Group, LLC    Eyecare    Director
   BorgWarner, Inc.    Automobile Parts Manufacturing    Special Advisor
Kathleen Hildreth    M1 Support Services, L.P.    Defense Contracting    Managing Director and Principal
 
 
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Wounded Warrior Project, LLC    Nonprofit    Director
Flying H Foundation, LLC    Nonprofit    Director
Mission First Services, LLC    Defense Contracting    Managing Member
M1 Asset Management, LLC    Asset Management    Managing Member
Potential investors should also be aware of the following other potential conflicts of interest:
 
  •  
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
 
  •  
Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of initial public offering.
 
  •  
Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction 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, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
 
  •  
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, Founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our Founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such 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.
 
71
Furthermore, in no event will our sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on Nasdaq, we will also reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares 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, willful neglect, 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, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
 
72
Item 11. Executive Compensation
Executive Officer and Director Compensation
None of our executive officers or directors has received any cash compensation for services rendered to us. Commencing on March 2, 2021 through the earlier of the consummation of our initial business combination and our liquidation, we accrue an obligation an affiliate of our sponsor for office space, administrative and support services in the amount of $20,000 per month. Our sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for
any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for
their out-of-pocket expenses
incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, directors, executive officers or us or any of our affiliates.
Directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related shareholder Matters
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of December 31, 2021 based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, 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 executive officers and directors that beneficially owns our ordinary shares; and
 
  •  
all our executive officers and directors as a group.
In the table below, percentage ownership is based on 34,500,000 public shares and 8,625,000 Class B ordinary shares, issued and outstanding as of December 31, 2020. All of the Class B ordinary shares are convertible into Class A ordinary shares on a
one-for-one
basis, as described herein.
 
73
    
Class B Ordinary Shares
    
Class A Ordinary Shares
  
Name of Beneficial Owners(1)
   
Number of
Shares
Beneficially
Owned(2)
     
Approximate
Percentage
of Class
    
Number of
Shares
Beneficially
Owned
     
Approximate
Percentage
of
Class
    
Approximate
Percentage of
Voting
Control
  
DHC sponsor, LLC (our sponsor)
(3)
      7,736,268        100.00 %      —          —         20.00 % 
Christopher Gaertner
      7,736,268        100.00 %      —          —         20.00 % 
Thomas Morgan, Jr.
      —  
        —  
       —          —         20.00 % 
Joseph DePinto
      —          —         —          —         —    
Richard Dauch
      —          —         —          —         —    
Kathleen Hildreth
      —          —         —          —         —    
All officers and directors as a group (four individuals)
      7,736,268        100.00 %      —          —         20.00 % 
Five Percent Holders
                                           
Glazer Capital, LLC
(4)
      —          —         2,925,522        9.45 %      7.56 % 
Aristeia Capital, L.L.C.
(5)
      —          —         1,629,000        5.26 %      4.21 % 
 
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of our shareholders is 535 Silicon Drive, Suite 100, Southlake, TX 76092.
(2)
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof .
(3)
The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Christopher Gaertner.
(4)
According to a Schedule 13G filed with the SEC on February 14, 2022, Glazer Capital, LLC (“Glazer Capital”) serves as investment manager of certain funds and managed accounts (collectively, the “Glazer Funds”) that own the Class A ordinary shares reported herein. Paul J. Glazer serves as the Managing Member of Glazer Capital. As a result of the foregoing, each of Glazer Capital and Mr. Glazer may be deemed to have shared voting control and investment discretion and therefore beneficial ownership over securities owned by the Glazer Funds. The business address of each of Glazer Capital and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.
(5)
According to a Schedule 13G filed with the SEC on February 14, 2020, Aristeia Capital, L.L.C. is the investment manager of, and has voting control with respect to the securities held by, one or more private investment funds, and therefore Aristeia Capital, L.L.C. has beneficial ownership of the shares of Class A common stock directly owned such private investment funds. The business address of Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.
Changes in Control
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Founder Shares
In December 2020, the sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the sponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the initial public offering (assuming the sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021.
The sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s business combination and (ii) subsequent to a business combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading
day period commencing at least 150 days after the Company’s business combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Administrative Services Agreement
The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the sponsor a total of $10,000 per month for office space, secretarial and administrative services.
 
74
Promissory Note — Related Party
On December 29, 2020, the sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note
was non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the initial public offering. The outstanding amount of $171,357 was repaid after the closing of the initial public offering on March 9, 2021. Borrowings under the Promissory Note are no longer available.
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 warrants of the post-business combination entity at a price of $1.50 per warrant. Such warrants would be identical to the private placement warrants. 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. As of December 31, 2021, there were no working capital loans outstanding.
Registration and Shareholder Rights
The holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed in connection with our initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register 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. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of
Regulation S-K as
promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
Director Independence
Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Richard Dauch, Joseph DePinto and Kathleen Hildreth are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present..
 
75
Item 14. Principal Accountant Fees and Services
The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.
Audit Fees
. For the year ended December 31, 2021, fees for our independent registered public accounting firm were approximately $113,000, for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms
10-Q
for the respective periods and the audit of our December 31, 2021 financial statements included in this Annual Report on Form
10-K.
Audit-Related Fees.
For the year ended December 31, 2021 and 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
. For the year ended December 31, 2021 and 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
All Other Fees
. For the year ended December 31, 2021 and 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
Policy
.
Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not
pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will
pre-approve
all auditing services and permitted
non-audit
services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for
non-audit
services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
 
76
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Form
10-K:
(1) Financial Statements:
 
     Page  
    
F-2
  
    
F-3
  
    
F-4
  
    
F-5
  
    
F-6
  
    
F-7
  
(2) Financial Statement Schedules:
None.
(3) Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
 
77
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are filed as part of this Report:
 
Exhibit
Number
   
Description
   
3.1    Amended and Restated Memorandum and Articles of Association (1)
   
4.1    Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)
   
4.2    Specimen Unit Certificate(2)
   
4.3    Specimen Class A Ordinary Share Certificate (2)
   
4.4    Specimen Warrant Certificate (2)
   
4.5*    Description of Registrant’s Securities
   
10.1    Private Placement Warrants Purchase Agreement between the Company and the Sponsor (1)
   
10.2    Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company (1)
   
10.3    Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein (1)
   
10.4    Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (1)
   
10.5    Administrative Services Agreement between the Company and the Sponsor (1)
   
31.1*    Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
   
31.2*    Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
   
32.1**    Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
   
32.2**    Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
   
101.INS*    Inline XBRL Instance Document
   
101.SCH*    Inline XBRL Taxonomy Extension Schema Document
   
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document
   
104*    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Filed herewith.
**
Furnished herewith.
(1)
Previously filed as an exhibit to our Current Report on Form
8-K
filed on March 5, 2021 and incorporated by reference herein.
(2)
Incorporated by reference to the registrant’s Form
S-1,
filed with the SEC on February 23, 2021.
 
78
Item 16. Form
10-K
Summary
Not applicable.
 
79
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused the Annual Report on Form
10-K
to be signed on its behalf by the undersigned, thereunto duly authorized.
March 11, 2022
 
DHC ACQUISITION CORP.
/s/ Christopher Gaertner
Name:   Christopher Gaertner
Title:  
Co-Chief
Executive Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the Annual Report on Form
10-K
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
   
Position
   
Date
/s/ Christopher Gaertner
   
Co-Chief
Executive Officer and Chief Financial Officer		    March 11, 2022
Christopher Gaertner    (
Principal Financial and Accounting Officer
)		   
/s/ Thomas Morgan, Jr.
   
Co-Chief
Executive Officer		    March 11, 2021
Thomas Morgan, Jr.    (
Principal Executive Officer
)		   
/s/ Joseph DePinto
    Director    March 11, 2022
Joseph DePinto      
/s/ Richard Dauch
    Director    March 11, 2022
Richard Dauch      
/s/ Kathleen Hildreth
    Director    March 11, 2022
Kathleen Hildreth      
 
80
DHC ACQUISITION CORP.
TABLE OF CONTENTS
 
    
F-2
  
Financial Statements:
         
    
F-3
  
    
F-4
  
    
F-5
  
    
F-6
  
    
F-7 to F-17
  
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
DHC Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of DHC Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and the period from December 22, 2020 (inception) through December 31, 2021, 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 December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from December 22, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by March 4, 2023 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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) (“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/ WithumSmith+Brown, PC    
We have served as the Company’s auditor since 2020.
New York, New York
March 11, 2022
PCAOB number 100
 
F-2
DHC ACQUISITION CORP.
BALANCE SHEETS
 
    
December 31,
  
    
2021
    
2020
  
ASSETS
                 
Current assets
                 
Cash
    $ 861,474       —    
Prepaid expenses
      388,666       —    
    
 
 
    
 
 
  
Total Current Assets
      1,250,140       —    
Deferred offering costs
      —         71,546  
Investment held in Trust Account
      309,450,720       —    
    
 
 
    
 
 
  
TOTAL ASSETS
   
$
310,700,860
 
  
$
71,546
 
    
 
 
    
 
 
  
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY
                 
Current liabilities
                 
Accounts payable and accrued expenses
    $ 1,024,627     $ —    
Accrued offering expenses
      —         37,905  
Promissory note – related party
      —         13,641  
    
 
 
    
 
 
  
Total Current Liabilities
      1,024,627       51,546  
Warrant liabilities
      8,299,434       —    
Deferred underwriting fee payable
      10,830,775       —    
    
 
 
    
 
 
  
Total Liabilities
   
 
20,154,836
 
  
 
51,546
 
    
 
 
    
 
 
  
Commitments and Contingencies
                 
Class A ordinary shares subject to possible redemption; 30,945,072 and no shares at a redemption value of $10.00 per share at December 31, 2021 and 2020, respectively
      309,450,720       —    
    
 
 
    
 
 
  
Shareholders’ (Deficit) Equity
                 
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
      —         —    
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized
; none issued and outstanding (excluding 30,945,072 and no shares subject to possible redemption at December 31, 2021 and 2020, respectively)
      —         —    
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,736,268 and 8,625,000 shares issued and outstanding at December 31, 2021 and 2020, respectively
      774       863  
Additional
paid-in
capital
      —         24,137  
Accumulated deficit
      (18,905,470 )      (5,000 ) 
    
 
 
    
 
 
  
Total Shareholders’ (Deficit) Equity
   
 
(18,904,696
) 
  
 
20,000
 
    
 
 
    
 
 
  
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY
   
$
310,700,860
 
  
$
71,546
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-3
DHC ACQUISITION CORP.
STATEMENTS OF OPERATIONS
 
    
Year
Ended
December 31,
    
For the Period
from December
22, 2020
(Inception)
Through
December 31,
  
    
2021
    
2020
  
Operating and formation costs
    $ 2,312,931     $ 5,000  
    
 
 
    
 
 
  
Loss from operations
   
 
(2,312,931
) 
  
 
(5,000
) 
Other income (loss):
                 
Change in fair value of warrant liabilities
      7,977,190       —    
Transaction costs allocable to warrant liabilities
      (586,339 )      —    
    
 
 
    
 
 
  
Total other income, net
   
 
7,390,851
 
     —    
    
 
 
    
 
 
  
Net income (loss)
   
$
5,077,920
 
  
$
(5,000
) 
    
 
 
    
 
 
  
Weighted average shares outstanding of 
Class A ordinary shares
      25,686,060       —    
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share, Class A ordinary shares

   
$
0.15
 
   $ —    
    
 
 
    
 
 
  
Weighted average shares outstanding of Class B ordinary shares

      7,695,487       7,500,000  
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share, Class B ordinary shares

   
$
0.15
 
   $ —    
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-4
DHC ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 2021 AND FOR THE PERIOD FROM DECEMBER 22, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
 
    
Class B
Ordinary Shares
    
Additional
Paid-in
    
Accumulated
    
Total
Shareholders’
  
    
Shares
    
Amount
    
Capital
    
Deficit
    
Equity (Deficit)
  
Balance — December 22, 2020 (inception)
      —       $ —       $ —       $ —       $ —    
Issuance of Class B ordinary shares to
sponsor
      8,625,000       863       24,137       —         25,000  
Net loss
      —         —         —         (5,000 )      (5,000 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance — December 31, 2020
   
 
8,625,000
 
  
 
863
 
  
 
24,137
 
  
 
(5,000
) 
  
 
20,000
 
Cash Paid in excess of fair value for private warrants
      —         —         3,133,522       —         3,133,522  
Forfeiture of Founder Shares
      (888,732 )      (89 )      89       —         —    
Accretion for Class A ordinary shares to redemption amount
      —         —         (3,157,748 )      (23,978,390 )      (27,136,138 ) 
Net income
      —         —         —         5,077,920       5,077,920  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance – December 31, 2021
   
 
7,736,268
 
  
$
774
 
  
$
—  
 
  
$
(18,905,470
) 
  
$
(18,904,696
) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-5
DHC ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
 
    
For the Year
December 31,
    
For the Period
from December 22,
2020 (Inception)
Through
December 31,
  
    
2021
    
2020
  
Cash Flows from Operating Activities:
                 
Net income (loss)
    $ 5,077,920     $ (5,000 ) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
                 
Formation cost paid by
sponsor
in exchange for issuance of founder shares
      —         5,000  
Change in fair value of warrant liabilities
      (7,977,190 )      —    
Transaction costs allocated to warrant liabilities
      586,339       —    
Changes in operating assets and liabilities:
                 
Prepaid expenses
      (361,866 )      —    
Accrued expenses
      1,024,627       —    
    
 
 
    
 
 
  
Net cash used in operating activities
   
$
(1,650,170
) 
  
$
—  
 
    
 
 
    
 
 
  
Cash Flows from Investing Activities:
                 
Investment of cash in Trust Account
    $ (309,450,720 )    $ —    
    
 
 
    
 
 
  
Net cash used in investing activities
   
$
(309,450,720
) 
  
$
—  
 
    
 
 
    
 
 
  
Cash Flows from Financing Activities:
                 
Proceeds from sale of Units, net of underwriting discounts paid
    $ 303,261,706     $ —    
Proceeds from sale of Private Placement Warrants
      9,189,015       —    
Repayment of promissory note – related party
      (171,357 )      —    
Payment of offering costs
      (317,000 )      —    
    
 
 
    
 
 
  
Net cash provided by financing activities
   
$
311,962,364
 
  
$
—  
 
    
 
 
    
 
 
  
Net Change in Cash
   
$
861,474
 
   $ —    
Cash – Beginning of period
      —         —    
    
 
 
    
 
 
  
Cash – End of period
   
$
861,474
 
   $ —    
    
 
 
    
 
 
  
Non-Cash
investing and financing activities:
                 
Offering costs paid through promissory note
    $ 130,916     $ 13,641  
    
 
 
    
 
 
  
Payment of prepaid expenses through promissory note
    $ 26,800     $ —    
    
 
 
    
 
 
  
Deferred underwriting fee payable
    $ 10,830,775     $ —    
    
 
 
    
 
 
  
Accretion for Class A ordinary shares subject to possible redemption
    $ 27,136,138       —    
    
 
 
    
 
 
  
Offering costs included in accrued offering costs
    $ —       $ 37,905  
    
 
 
    
 
 
  
Offering costs paid by
sponsor
in exchange for issuance of founder shares
    $ —       $ 20,000  
    
 
 
    
 
 
  
The accompanying notes are an integral part of the financial statements.
 
F-6
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 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 or entities (the “Business Combination”).
The Company is not limited to a particular industry or sector for purposes of consummating 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.
All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income from the investment held in the Trust Account (as defined below), along with income or loss from the change in fair value of the warrant liabilities.
The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC
sponsor
, LLC (the “
sponsor
”), generating gross proceeds of $9,000,000, which is described in Note 4.
Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be 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.
On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $309,450,720.
Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that 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 on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with 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 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. There is no assurance that the Company will be able to complete a Business Combination successfully.
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 shareholder 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 $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.
 
 
F-7
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021

 
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) 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 an Initial Business Combination. 
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 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 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 redemption 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 Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24
months from the closing of our Initial Public Offering.
The Company will have until March 4, 2023 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
has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the
sponsor
acquires Public Shares in or after the Initial 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 Initial 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 Initial Public
 
F-8
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
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
s
ponsor 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
s
ponsor 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.
Liquidity and Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2021, the Company had $861,474 in its operating bank account and working capital of $225,513.
In addition, in order to finance transaction costs in connection with a Business Combination, the
s
ponsor or an affiliate of the
s
ponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 4, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2023.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission.
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement 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 U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting periods.
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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three and nine months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Investment Held in Trust Account
At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company.
 
F-9
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
Offering Costs
Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering and $586,339 were expensed to the statement of operations.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 309,450,720  
Less:
         
Proceeds allocated to Public Warrants
    $ (10,211,874 ) 
Class A ordinary shares issuance costs
    $ (16,924,264 ) 
Plus:
         
Accretion of carrying value to redemption value
    $ 27,136,138  
    
 
 
  
Class A ordinary shares subject to possible redemption
    $ 309,450,720  
    
 
 
  
Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in
ASC815-40
under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
 
F-10
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the
two-class
method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
 
 
  
For the Year
ended
December 31,
2021
Class A
 
  
For the Period
December 22,
2020 through
December 31,
2020

Class A
 
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 3,907,301      $ —  
Denominator:
                  
Basic weighted average ordinary shares outstanding
      25,686,060        —    
Basic net income per ordinary share
   
$
 		 0.15     
$
 —    
Diluted net income per ordinary share
 
 
 
 
 
 
 
 
Numerator
:
 
 

 
 
 
 
 
Allocation of net income, as adjuste
d
 
$
3,902,543
 
 
$
—
 
 
Denominator:
 
 
 
 
 
 

 
Diluted weighted average ordinary shares outstanding
 
 
 25,686,060 
 
 

—
 
 
Diluted net income per ordinary shar
e
 
$
0.15
 
 
$
—
 
 
 
 
    
For the Year
ended
December 31,
2021
Class B
     
For the Period
December 22,
2020 through
December 31,
2020

Class B
  
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,170,619      $ (5,000 ) 
Denominator:
                  
Basic weighted average ordinary shares outstanding
      7,695,487        7,500,000  
Basic net income per ordinary share
   
$
 0.15     
$
 —    
Diluted net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,175,386      $ (5,000 ) 
Denominator:
                  
Diluted weighted average ordinary shares outstanding
      7,736,268        7,500,000  
Diluted net income per ordinary share
   
$
 0.15     
$
 —    
 
F-11
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).
Recently Accounting Standards
In August 2020, the FASB issued ASU No.
2020-06, “Debt—Debt
with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
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.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and
one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the
s
ponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The
s
ponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the
s
ponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In December 2020, the
s
ponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding.
 Historical information has been retroactively restated.
The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the
s
ponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the
s
ponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021.
The
s
ponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
 
F-12
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
Administrative Services Agreement
The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the
s
ponsor a total of $10,000 per month for office space, secretarial and administrative services. For the year ended December 31, 2021, the total expense for administrative services was $100,000, and $100,000 is included in accrued expenses on the balance sheet as of December 31, 2021.
Promissory Note — Related Party
On December 29, 2020, the
s
ponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the
s
ponsor or an affiliate of the
s
ponsor, 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 warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2021 and 2020, there were no working capital loans outstanding.
NOTE 6. COMMITMENTS
Risks and Uncertainties
Management continues to evaluate 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.
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.
Registration Rights
Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the 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 the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register 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. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. 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.
Underwriting Agreement
The Company granted the underwriters a
45-day
option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units expired.
 
F-13
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. 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. SHAREHOLDERS’ EQUITY
Preference Shares —
The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 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 December 31, 2021 and 2020, there were no preference shares issued or outstanding.
Class
 A Ordinary Shares —
The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 there were 30,945,072 shares of Class A ordinary shares subject to possible redemption, which are presented as temporary equity.
Class
 B Ordinary Shares —
The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 7,736,268 and 8,625,000 shares of Class B ordinary shares issued and outstanding, respectively.
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 Initial 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 Initial 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 any private placement-equivalent warrants issued to the
s
ponsor or its affiliates upon conversion of loans made to the Company).
NOTE 8. WARRANT LIABILITIES
As of December 31, 2021, there were 10,315,024 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one year from the closing of the Initial Public Offering
or
(b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public 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.
The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the 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, the Company may, at its 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
 
F-14
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00):
 
  •  
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 to each warrant holder; and
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the
30-day
redemption period. If and when the warrants become redeemable the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class
 A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the
30-trading
day period ending three trading days before the Company send the notice of redemption to the warrant holders; and
 
  •  
if the closing price of the Class A ordinary shares 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 is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.
In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the
s
ponsor or its affiliates, without taking into account any Founder Shares held by the
s
ponsor 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 initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
As of December 31, 2021, there were 6,126,010 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) 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 salable 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
as described above 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.

 
F-15
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
 
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
At December 31, 2021, assets held in the Trust Account were comprised of $309,450,720 in a checking account held by Continental Stock Transfer and Trust Company. At December 31, 2020 there were no assets held in the Trust Account. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description   
Level
     
December 31,
2021
  
Liabilities:
                  
Warrant Liabilities – Public Warrants
      1      $ 5,207,024  
Warrant Liabilities – Private Placement Warrants
      2      $ 3,092,410  
The Warrants were accounted for as liabilities in accordance with
ASC815-40
and are presented within warrant liabilities on our accompanying December 31, 2021 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.
The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker DHCAW. The subsequent measurement of the Private Placement Warrants was calculated using a Monte Carlo Simulation which is considered a Level 3 measurement.
The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows:
 
Input
  
March 4,
2021 (Initial)
 
Risk-free interest rate
      0.08 % 
Expected Term (Years)
      5.0  
Expected volatility
      25 % 
Exercise price
    $ 11.50  
Unit Price
    $ 9.67  
Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement.
F-16
DHC ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2021
The following table presents the changes in the fair value of Level 3 warrant liabilities:
 
 
  
Private Placement
 
 
Public
 
 
Warrant Liabilities
 
Fair value as of January 1, 2021
    $ –       $ –       $ –    
Initial measurement on March 4, 2021 (IPO)
      5,940,000       9,900,000       15,840,000  
Initial measurement on March 5, 2021 (Over allotment)
      124,750       311,874       436,624  
Change in fair value
      (1,776,543 )      309,450     (1,467,093 ) 
Transfer to Level 1
      –         (10,521,324 )
)
     (10,521,324 ) 
Transfer to Level 2
 
 
(4,288,207
)
 
 
–  
 
 
 
(4,288,207
)
 
    
 
 
    
 
 
    
 
 
  
Fair value as of December 31, 2021
    $ –     $ –       $ –    
    
 
 
    
 
 
    
 
 
  
 

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants tran
s
ferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was
$10,521,324
. There were transfers of $4,288,207 from Level 3 to Level 2 during the year ended December 31, 2021.

NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to 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.
 
F-17
EX-4.5 2 d66422dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

DHC ACQUISITION CORP.

DESCRIPTION OF SECURITIES

The following summary of the material terms of the securities of DHC Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”), and applicable Cayman Islands law. We urge you to read our amended and restated memorandum and articles of association in their entirety for a complete description of the rights and preferences securities.

Certain Terms

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

 

  •  

“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted in connection with the consummation of our initial public offering;

 

  •  

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

 

  •  

“Founders” are to Christopher Gaertner and Thomas Morgan, Jr.;

 

  •  

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

 

  •  

“initial public offering” refers to our initial public offering units, consisting of one Class A ordinary share and one-third of one redeemable warrant;

 

  •  

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

 

  •  

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

 

  •  

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;

 

  •  

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

 

  •  

“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

 

  •  

“sponsor” are to DHC sponsor, LLC, a Delaware limited liability company; and

 

  •  

“we,” “us,” “our,” “company” or “our company” are to DHC Acquisition Corp., a Cayman Islands exempted company.

 

1

We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, which were adopted prior to the consummation of our initial public offering, we are authorized to issue 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 5,000,000 preference shares, $0.0001 par value each. The following description summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.

Units

Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third 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 the final prospectus. Pursuant to the warrant agreement, dated March 4, 2021, between the Company and Continental Stock Transfer & Trust Company, a warrant holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means 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 purchased at least three units, you will not be able to receive or trade a whole warrant.

The Class A ordinary shares and warrants comprising the units began separate trading on April 26, 2021.. Holders 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 shares of Class A ordinary shares and warrants.

Ordinary Shares

Prior to the closing of our initial public offering, there were 8,625,000 Class B ordinary shares issued and outstanding, all of which were held of record by our sponsor, so that our initial shareholders would own 20% of our issued and outstanding shares after our initial public offering. Upon the closing of our initial public offering, the Class B ordinary shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the sponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Class B ordinary shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the initial public offering. As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021. Upon the closing of our initial public offering and the underwriter partially exercised over-allotment option, 38,681,340 of our ordinary shares are outstanding including:

 

  •  

30,945,072 Class A ordinary shares ; and

 

  •  

7,736,268 Class B ordinary shares held by our sponsor.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted, 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. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the 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. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our

 

2

founder shares may remove a member of the board of directors for any reason. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares.

Because our amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 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 Class A 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.

Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual general meetings or extraordinary general meetings to appoint directors. We may not hold an annual general meeting to elect new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

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 calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-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 the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. 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 applicable law or stock exchange listing requirements, if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to 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 applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other 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 we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in

 

3

privately-negotiated transactions (as described in our final prospectus related to our initial public offering), 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 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. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any general meeting.

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 our initial public offering, which we refer to as the Excess Shares, without our prior consent. 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 our initial 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, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 11,604,402, or 37.5% (assuming all issued and outstanding shares are voted), or 1,934,067, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 30,945,072 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

Pursuant to our amended and restated memorandum and articles of association, if we have not consummated an initial business combination within 24 months from the closing of our initial public 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 earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); 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 and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our initial public 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). Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

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 public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.

 

4

Founder Shares

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in our initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to our initial business combination, only holders of the founder shares had the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (b) the founder shares are subject to certain transfer restrictions, as described in more detail below; (c) our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our initial public 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); (d) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein; and (e) the founder shares are entitled to registration rights. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.

The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding (1) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and (2) any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions throughout this exhibit as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares.

 

5

Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. 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.

Preference Shares

Our amended and restated memorandum and articles of association authorizes 5,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. Our board of directors is 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 is 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 were issued or registered in our initial public offering.

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 one year from the closing of our initial public offering and 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units, no cash will be paid in lieu of fractional warrants and only whole warrants will trade. Accordingly, unless you purchased at least three 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, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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 no event will we be required to net cash settle any warrant. 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.

 

6

We have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that 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, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 lesser of (A) 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) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, we may redeem the outstanding warrants (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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

 

  •  

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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 adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

 

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Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants:

 

  •  

in whole and not in part;

 

  •  

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below;

 

  •  

if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and

 

  •  

if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

Pursuant to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “ Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.

 

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Redemption Date    Fair Market Value of Class A Ordinary Shares  

(period to expiration of warrants)

    $10.00      11.00      12.00      13.00      14.00      15.00      16.00      17.00      18.00  

60 months

      0.261        0.281        0.297        0.311        0.324        0.337        0.348        0.358        0.361  

57 months

      0.257        0.277        0.294        0.310        0.324        0.337        0.348        0.358        0.361  

54 months

      0.252        0.272        0.291        0.307        0.322        0.335        0.347        0.357        0.361  

51 months

      0.246        0.268        0.287        0.304        0.320        0.333        0.346        0.357        0.361  

48 months

      0.241        0.263        0.283        0.301        0.317        0.332        0.344        0.356        0.361  

45 months

      0.235        0.258        0.279        0.298        0.315        0.330        0.343        0.356        0.361  

42 months

      0.228        0.252        0.274        0.294        0.312        0.328        0.342        0.355        0.361  

39 months

      0.221        0.246        0.269        0.290        0.309        0.325        0.340        0.354        0.361  

36 months

      0.213        0.239        0.263        0.285        0.305        0.323        0.339        0.353        0.361  

33 months

      0.205        0.232        0.257        0.280        0.301        0.320        0.337        0.352        0.361  

30 months

      0.196        0.224        0.250        0.274        0.297        0.316        0.335        0.351        0.361  

27 months

      0.185        0.214        0.242        0.268        0.291        0.313        0.332        0.350        0.361  

24 months

      0.173        0.204        0.233        0.260        0.285        0.308        0.329        0.348        0.361  

21 months

      0.161        0.193        0.223        0.252        0.279        0.304        0.326        0.347        0.361  

18 months

      0.146        0.179        0.211        0.242        0.271        0.298        0.322        0.345        0.361  

15 months

      0.130        0.164        0.197        0.230        0.262        0.291        0.317        0.342        0.361  

12 months

      0.111        0.146        0.181        0.216        0.250        0.282        0.312        0.339        0.361  

9 months

      0.090        0.125        0.162        0.199        0.237        0.272        0.305        0.336        0.361  

6 months

      0.065        0.099        0.137        0.178        0.219        0.259        0.296        0.331        0.361  

3 months

      0.034        0.065        0.104        0.150        0.197        0.243        0.286        0.326        0.361  

0 months

      —          —          0.042        0.115        0.179        0.233        0.281        0.323        0.361  

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.50 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per whole warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of the final prospectus for our initial public offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

 

9

As stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.

No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

Redemption procedures.

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.

Anti-dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, 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 outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend 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) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical 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) “historical fair market value” means the volume weighted average price of Class A ordinary shares as reported during the 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 outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise

 

10

price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (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 (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 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 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 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 ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 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, the $18.00 and $10.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% and 100% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

In case of any reclassification or reorganization of the 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 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 the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary 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

 

11

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. If less than 70% of the consideration receivable by the holders of Class A 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 Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

The 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 for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the final prospectus for our initial public offering, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which was filed as an exhibit to the registration statement for our initial public offering, for a complete description of the terms and conditions applicable to the warrants.

The warrant holders do not have the rights or privileges of holders of 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.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.

 

12

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors—Our warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Private Placement Warrants

Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering. 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 pursuant to limited exceptions as described under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us (except as described under “Public Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees (except as otherwise set forth herein). Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in our initial public offering. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants will require a vote of holders of at least 65% of the number of the then outstanding private placement warrants.

Except as described above under “—Public Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them 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 “sponsor fair market value” (defined below) over the exercise price of the warrants by (y) the sponsor fair market value. For these purposes, the “sponsor fair market value” shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of 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 our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they 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 restrict 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 holders to exercise such warrants on a cashless basis is appropriate.

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. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

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 our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 

13

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 claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct 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 voted 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 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; and (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.

 

14

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; and (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 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 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 procedures for 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 an annual general meeting, or extraordinary general 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.”

 

15

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates 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 means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.

Shareholders’ Suits. Maples and Calder, 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 Maples and Calder, our Cayman Islands 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.

 

16

Special Considerations for Exempted Companies. We are an exempted company with limited liability 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:

 

  •  

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

 

  •  

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 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.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association contain provisions designed to provide certain rights and protections apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting 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. Other than as described above, 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 of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.

Our initial shareholders and their permitted transferees, if any, who collectively beneficially own 20% of our ordinary shares upon the closing of our initial public offering , will participate in any vote to amend our amended and restated memorandum and articles of association and 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 have not consummated an initial business combination within 24 months from the closing of our initial public 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); 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;

 

17

  •  

Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions;

 

  •  

Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, Founders, our directors or our officers, 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 from an independent accounting firm that commonly renders valuation opinions 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 applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other 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 our securities are then listed on Nasdaq, 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 amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;

 

  •  

If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our

 

  •  

Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and

 

  •  

We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.

In addition, our amended and restated memorandum and articles of association will provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

 

18

The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution which requires the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting or by way of unanimous written resolution. 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 provide 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

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 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 Financial Reporting Authority, 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.

D

Securities Eligible for Future Sale

Immediately after our initial public offering and the underwriters’ partial exercise of their over-allotment option, we had 30,945,072 Class A ordinary shares issued and outstanding on an as-converted basis. Of these shares, the Class A ordinary shares sold in our initial public offering (30,945,072 Class A ordinary shares are be freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (7,736,268 founder shares) and all of the outstanding private placement warrants (6,126,010 private placement warrants) are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted 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 twelve months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted 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-outstanding, which equals 386,813 shares immediately after our initial public offering and the underwriters’ partial exercise of their over-allotment option; or

 

  •  

the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

 

19

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 twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; 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 initial shareholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.

Registration and Shareholder Rights

The holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement that the holders signed at the closing of our initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register 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. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions throughout this exhibit as the lock-up.

In addition, pursuant to the registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

 

20

Listing of Securities

Our units, Class A ordinary and warrants are each traded on the Nasdaq under the symbols “DHCAU,” “DHCA” and “DHCAW,” respectively.

 

21

EX-31.1 3 d66422dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Gaertner, certify that:

 

1.

I have reviewed this annual report on Form 10-K for the period ended December 31, 2021, of DHC Acquisition Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

  b)

Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2022

 

/s/ Christopher Gaertner

Christopher Gaertner
Co-Chief Executive Officer
(Principal Executive Officer)
 EX-31.2 4 d66422dex312.htm EX-31.2 EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Gaertner, certify that:

 

1.

have reviewed this annual report on Form 10-K for the period ended December 31, 2021, of DHC Acquisition Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

  b)

Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2022

 

/s/ Christopher Gaertner

Christopher Gaertner
Chief Financial Officer
(Principal Financial and Accounting Officer)
 EX-32.1 5 d66422dex321.htm EX-32.1 EX-32.1

EXHIBIT 32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of DHC Acquisition Corp. (the “Company”) on Form 10-K for the year period ended December 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher Gaertner, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 11, 2022

 

/s/ Christopher Gaertner

Christopher Gaertner
Co-Chief Executive Officer
(Principal Executive Officer)
 EX-32.2 6 d66422dex322.htm EX-32.2 EX-32.2

EXHIBIT 32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of DHC Acquisition Corp. (the “Company”) on Form 10-K for the year period ended December 31, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher Gaertner, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 11, 2022

 

/s/ Christopher Gaertner

Christopher Gaertner
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2021
Mar. 11, 2022
Document Information [Line Items]    
Document Type 10-K  
Amendment Flag false  
Document Annual Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2021  
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2021  
Current Fiscal Year End Date --12-31  
Entity Registrant Name DHC Acquisition Corp.  
Entity Central Index Key 0001838163  
Entity File Number 001-40130  
Entity Tax Identification Number 98-1541929  
Entity Filer Category Non-accelerated Filer  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code E9  
Entity Shell Company true  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Public Float $ 302,642,804.16  
Entity Address, Address Line One 535 Silicon Drive  
Entity Address, Address Line Two Suite 100  
Entity Address, City or Town Southlake  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 76092  
City Area Code 310  
Local Phone Number 228-2894  
Auditor Name WithumSmith+Brown, PC  
Auditor Firm ID 100  
Auditor Location New York, New York  
ICFR Auditor Attestation Flag false  
Common Class A [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class A ordinary shares included as part of the units  
Trading Symbol DHCA  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   30,945,072
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   7,736,268
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant  
Trading Symbol DHCAU  
Security Exchange Name NASDAQ  
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50  
Trading Symbol DHCA  
Security Exchange Name NASDAQ  
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Balance Sheets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Current assets    
Cash $ 861,474  
Prepaid expenses 388,666  
Total Current Assets 1,250,140  
Deferred offering costs   $ 71,546
Investment held in Trust Account 309,450,720 0
TOTAL ASSETS 310,700,860 71,546
Current liabilities    
Accounts payable and accrued expenses 1,024,627  
Accrued offering expenses 0 37,905
Promissory note – related party   13,641
Total Current Liabilities 1,024,627 51,546
Warrant liabilities 8,299,434 0
Deferred underwriting fee payable 10,830,775 0
Total Liabilities 20,154,836 51,546
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 30,945,072 and no shares at a redemption value of $10.00 per share at December 31, 2021 and 2020, respectively 309,450,720  
Shareholders' (Deficit) Equity    
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital 0 24,137
Accumulated deficit (18,905,470) (5,000)
Total Shareholders' (Deficit) Equity (18,904,696) 20,000
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' (DEFICIT) EQUITY 310,700,860 71,546
Class A ordinary shares    
Current liabilities    
Class A ordinary shares subject to possible redemption; 30,945,072 and no shares at a redemption value of $10.00 per share at December 31, 2021 and 2020, respectively 309,450,720  
Shareholders' (Deficit) Equity    
Common stock value 0  
Class B ordinary shares    
Shareholders' (Deficit) Equity    
Common stock value $ 774 $ 863
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Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
Preferred stock par value $ 0.0001 $ 0.0001
Preferred stock shares authorized 5,000,000 5,000,000
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Class A ordinary shares    
Ordinary shares subject to possible redemption 30,945,072 0
Ordinary shares subject to possible redemption par value $ 10.00 $ 10.00
Common stock par value $ 0.0001 $ 0.0001
Common stock shares authorized 500,000,000 500,000,000
Common stock shares issued 0 0
Common stock shares outstanding 0 0
Class B ordinary shares    
Common stock par value $ 0.0001 $ 0.0001
Common stock shares authorized 50,000,000 50,000,000
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Common stock shares outstanding 7,736,268 8,625,000
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Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Operating and formation costs $ 5,000 $ 2,312,931
Loss from operations (5,000) (2,312,931)
Other income (loss):    
Change in fair value of warrant liabilities 0 7,977,190
Transaction costs allocable to warrant liabilities 0 (586,339)
Total other income, net 0 7,390,851
Net income (loss) (5,000) 5,077,920
Common Class A [Member]    
Other income (loss):    
Net income (loss) $ 0 $ 3,907,301
Weighted Average Number of Ordinary Shares Outstanding 0 25,686,060
Basic and diluted net income (loss) per share $ 0 $ 0.15
Common Class B [Member]    
Other income (loss):    
Weighted Average Number of Ordinary Shares Outstanding 7,500,000 7,695,487
Basic and diluted net income (loss) per share $ 0 $ 0.15
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Statements of Changes in Stockholders' Equity (Deficit) - USD ($)
Total
Common Stock [Member]
Class B ordinary shares
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning balance at Dec. 21, 2020 $ 0 $ 0 $ 0 $ 0
Beginning balance, shares at Dec. 21, 2020   0    
Issuance of Class B ordinary shares to sponsor 25,000 $ 863 24,137  
Issuance of Class B ordinary shares to sponsor, Shares   8,625,000    
Accretion for Class A ordinary shares to redemption amount 0      
Net income (loss) (5,000)     (5,000)
Ending balance at Dec. 31, 2020 20,000 $ 863 (5,000)
Ending balance, shares at Dec. 31, 2020   8,625,000    
Cash Paid in excess of fair value for private warrants 3,133,522   3,133,522  
Forfeiture of Founder Shares   $ (89) 89  
Forfeiture of Founder Shares, Shares   (888,732)    
Accretion for Class A ordinary shares to redemption amount 27,136,138   3,157,748 23,978,390
Net income (loss) 5,077,920     5,077,920
Ending balance at Dec. 31, 2021 $ (18,904,696) $ 774 $ (18,905,470)
Ending balance, shares at Dec. 31, 2021   7,736,268    
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Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Cash Flows from Operating Activities:    
Net income (loss) $ (5,000) $ 5,077,920
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Formation cost paid by sponsor in exchange for issuance of founder shares 5,000 0
Change in fair value of warrant liabilities 0 (7,977,190)
Transaction costs allocated to warrant liabilities 0 586,339
Changes in operating assets and liabilities:    
Prepaid expenses 0 (361,866)
Accrued expenses 0 1,024,627
Net cash used in operating activities 0 (1,650,170)
Cash Flows from Investing Activities:    
Investment of cash in Trust Account 0 (309,450,720)
Net cash used in investing activities 0 (309,450,720)
Cash Flows from Financing Activities:    
Proceeds from sale of Units, net of underwriting discounts paid 0 303,261,706
Proceeds from sale of Private Placement Warrants 0 9,189,015
Repayment of promissory note – related party 0 (171,357)
Payment of offering costs 0 (317,000)
Net cash provided by financing activities 0 311,962,364
Net Change in Cash 0 861,474
Cash – Beginning of period  
Cash – End of period 861,474
Non-Cash investing and financing activities:    
Offering costs paid through promissory note 13,641 130,916
Payment of prepaid expenses through promissory note 0 26,800
Deferred underwriting fee payable 0 10,830,775
Accretion for Class A ordinary shares subject to possible redemption 0 27,136,138
Offering costs included in accrued offering costs 37,905 0
Offering costs paid by sponsor in exchange for issuance of founder shares $ 20,000 $ 0
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Description of Organization and Business Operations
 12 Months Ended
Dec. 31, 2021
Business Description And Basis Of Presentation [Abstract]  
Description of Organization and Business Operations
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 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 or entities (the “Business Combination”).
The Company is not limited to a particular industry or sector for purposes of consummating 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.
All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income from the investment held in the Trust Account (as defined below), along with income or loss from the change in fair value of the warrant liabilities.
The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC
sponsor
, LLC (the “
sponsor
”), generating gross proceeds of $9,000,000, which is described in Note 4.
Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be 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.
On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $309,450,720.
Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that 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 on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with 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 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. There is no assurance that the Company will be able to complete a Business Combination successfully.
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 shareholder 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 $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 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) 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 an Initial Business Combination. 
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 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 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 redemption 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 Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24
months from the closing of our Initial Public Offering.
The Company will have until March 4, 2023 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
has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the
sponsor
acquires Public Shares in or after the Initial 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 Initial 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 Initial 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
s
ponsor 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
s
ponsor 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.
Liquidity and Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2021, the Company had $861,474 in its operating bank account and working capital of $225,513.
In addition, in order to finance transaction costs in connection with a Business Combination, the
s
ponsor or an affiliate of the
s
ponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 4, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2023.
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Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission.
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement 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 U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting periods.
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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three and nine months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Investment Held in Trust Account
At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company.
 
Offering Costs
Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering and $586,339 were expensed to the statement of operations.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 309,450,720  
Less:
         
Proceeds allocated to Public Warrants
    $ (10,211,874 ) 
Class A ordinary shares issuance costs
    $ (16,924,264 ) 
Plus:
         
Accretion of carrying value to redemption value
    $ 27,136,138  
    
 
 
  
Class A ordinary shares subject to possible redemption
    $ 309,450,720  
    
 
 
  
Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in
ASC815-40
under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
 
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the
two-class
method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
 
 
  
For the Year
ended
December 31,
2021
Class A
 
  
For the Period
December 22,
2020 through
December 31,
2020

Class A
 
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 3,907,301      $ —  
Denominator:
                  
Basic weighted average ordinary shares outstanding
      25,686,060        —    
Basic net income per ordinary share
   
$
 		 0.15     
$
 —    
Diluted net income per ordinary share
 
 
 
 
 
 
 
 
Numerator
:
 
 

 
 
 
 
 
Allocation of net income, as adjuste
d
 
$
3,902,543
 
 
$
—
 
 
Denominator:
 
 
 
 
 
 

 
Diluted weighted average ordinary shares outstanding
 
 
 25,686,060 
 
 

—
 
 
Diluted net income per ordinary shar
e
 
$
0.15
 
 
$
—
 
 
 
 
    
For the Year
ended
December 31,
2021
Class B
     
For the Period
December 22,
2020 through
December 31,
2020

Class B
  
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,170,619      $ (5,000 ) 
Denominator:
                  
Basic weighted average ordinary shares outstanding
      7,695,487        7,500,000  
Basic net income per ordinary share
   
$
 0.15     
$
 —    
Diluted net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,175,386      $ (5,000 ) 
Denominator:
                  
Diluted weighted average ordinary shares outstanding
      7,736,268        7,500,000  
Diluted net income per ordinary share
   
$
 0.15     
$
 —    
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).
Recently Accounting Standards
In August 2020, the FASB issued ASU No.
2020-06, “Debt—Debt
with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
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.
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Initial Public Offering
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and
one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720.
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Private Placement
 12 Months Ended
Dec. 31, 2021
Private Placement [Abstract]  
Private Placement
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the
s
ponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The
s
ponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the
s
ponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
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Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In December 2020, the
s
ponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding.
 Historical information has been retroactively restated.
The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the
s
ponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the
s
ponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021.
The
s
ponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
 
Administrative Services Agreement
The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the
s
ponsor a total of $10,000 per month for office space, secretarial and administrative services. For the year ended December 31, 2021, the total expense for administrative services was $100,000, and $100,000 is included in accrued expenses on the balance sheet as of December 31, 2021.
Promissory Note — Related Party
On December 29, 2020, the
s
ponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the
s
ponsor or an affiliate of the
s
ponsor, 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 warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2021 and 2020, there were no working capital loans outstanding.
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Commitments
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments
NOTE 6. COMMITMENTS
Risks and Uncertainties
Management continues to evaluate 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.
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.
Registration Rights
Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the 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 the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register 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. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. 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.
Underwriting Agreement
The Company granted the underwriters a
45-day
option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units expired.
 
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. 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.
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Shareholders' Equity
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
NOTE 7. SHAREHOLDERS’ EQUITY
Preference Shares —
The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 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 December 31, 2021 and 2020, there were no preference shares issued or outstanding.
Class
 A Ordinary Shares —
The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 there were 30,945,072 shares of Class A ordinary shares subject to possible redemption, which are presented as temporary equity.
Class
 B Ordinary Shares —
The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 7,736,268 and 8,625,000 shares of Class B ordinary shares issued and outstanding, respectively.
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 Initial 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 Initial 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 any private placement-equivalent warrants issued to the
s
ponsor or its affiliates upon conversion of loans made to the Company).
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Warrants Liabilities
 12 Months Ended
Dec. 31, 2021
Warrants Liabilities [Abstract]  
Warrants Liabilities
NOTE 8. WARRANT LIABILITIES
As of December 31, 2021, there were 10,315,024 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) one year from the closing of the Initial Public Offering
or
(b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public 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.
The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the 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, the Company may, at its 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably 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, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00):
 
  •  
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 to each warrant holder; and
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the
30-day
redemption period. If and when the warrants become redeemable the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class
 A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares;
 
  •  
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the
30-trading
day period ending three trading days before the Company send the notice of redemption to the warrant holders; and
 
  •  
if the closing price of the Class A ordinary shares 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 is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.
In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the
s
ponsor or its affiliates, without taking into account any Founder Shares held by the
s
ponsor 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 initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
As of December 31, 2021, there were 6,126,010 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) 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 salable 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
as described above 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.
XML 26 R15.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
At December 31, 2021, assets held in the Trust Account were comprised of $309,450,720 in a checking account held by Continental Stock Transfer and Trust Company. At December 31, 2020 there were no assets held in the Trust Account. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description   
Level
     
December 31,
2021
  
Liabilities:
                  
Warrant Liabilities – Public Warrants
      1      $ 5,207,024  
Warrant Liabilities – Private Placement Warrants
      2      $ 3,092,410  
The Warrants were accounted for as liabilities in accordance with
ASC815-40
and are presented within warrant liabilities on our accompanying December 31, 2021 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.
The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker DHCAW. The subsequent measurement of the Private Placement Warrants was calculated using a Monte Carlo Simulation which is considered a Level 3 measurement.
The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows:
 
Input
  
March 4,
2021 (Initial)
 
Risk-free interest rate
      0.08 % 
Expected Term (Years)
      5.0  
Expected volatility
      25 % 
Exercise price
    $ 11.50  
Unit Price
    $ 9.67  
Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement.
The following table presents the changes in the fair value of Level 3 warrant liabilities:
 
 
  
Private Placement
 
 
Public
 
 
Warrant Liabilities
 
Fair value as of January 1, 2021
    $ –       $ –       $ –    
Initial measurement on March 4, 2021 (IPO)
      5,940,000       9,900,000       15,840,000  
Initial measurement on March 5, 2021 (Over allotment)
      124,750       311,874       436,624  
Change in fair value
      (1,776,543 )      309,450     (1,467,093 ) 
Transfer to Level 1
      –         (10,521,324 )
)
     (10,521,324 ) 
Transfer to Level 2
 
 
(4,288,207
)
 
 
–  
 
 
 
(4,288,207
)
 
    
 
 
    
 
 
    
 
 
  
Fair value as of December 31, 2021
    $ –     $ –       $ –    
    
 
 
    
 
 
    
 
 
  
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants tran
s
ferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was
$10,521,324
. There were transfers of $4,288,207 from Level 3 to Level 2 during the year ended December 31, 2021.

XML 27 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to 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.
XML 28 R17.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission.
Emerging Growth Company
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statement 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
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting periods.
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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three and nine months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
Investment Held in Trust Account
Investment Held in Trust Account
At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer & Trust Company.
Offering Costs
Offering Costs
Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering and $586,339 were expensed to the statement of operations.
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional
paid-in
capital and accumulated deficit.
At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 309,450,720  
Less:
         
Proceeds allocated to Public Warrants
    $ (10,211,874 ) 
Class A ordinary shares issuance costs
    $ (16,924,264 ) 
Plus:
         
Accretion of carrying value to redemption value
    $ 27,136,138  
    
 
 
  
Class A ordinary shares subject to possible redemption
    $ 309,450,720  
    
 
 
  
Warrant Liabilities
Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in
ASC815-40
under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
Income Taxes
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Common Share
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the
two-class
method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
 
 
  
For the Year
ended
December 31,
2021
Class A
 
  
For the Period
December 22,
2020 through
December 31,
2020

Class A
 
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 3,907,301      $ —  
Denominator:
                  
Basic weighted average ordinary shares outstanding
      25,686,060        —    
Basic net income per ordinary share
   
$
 		 0.15     
$
 —    
Diluted net income per ordinary share
 
 
 
 
 
 
 
 
Numerator
:
 
 

 
 
 
 
 
Allocation of net income, as adjuste
d
 
$
3,902,543
 
 
$
—
 
 
Denominator:
 
 
 
 
 
 

 
Diluted weighted average ordinary shares outstanding
 
 
 25,686,060 
 
 

—
 
 
Diluted net income per ordinary shar
e
 
$
0.15
 
 
$
—
 
 
 
 
    
For the Year
ended
December 31,
2021
Class B
     
For the Period
December 22,
2020 through
December 31,
2020

Class B
  
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,170,619      $ (5,000 ) 
Denominator:
                  
Basic weighted average ordinary shares outstanding
      7,695,487        7,500,000  
Basic net income per ordinary share
   
$
 0.15     
$
 —    
Diluted net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,175,386      $ (5,000 ) 
Denominator:
                  
Diluted weighted average ordinary shares outstanding
      7,736,268        7,500,000  
Diluted net income per ordinary share
   
$
 0.15     
$
 —    
 
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).
Recently Accounting Standards
Recently Accounting Standards
In August 2020, the FASB issued ASU No.
2020-06, “Debt—Debt
with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
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.
XML 29 R18.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Basic and Diluted Income (Loss) Per Ordinary Share
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
 
 
  
For the Year
ended
December 31,
2021
Class A
 
  
For the Period
December 22,
2020 through
December 31,
2020

Class A
 
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 3,907,301      $ —  
Denominator:
                  
Basic weighted average ordinary shares outstanding
      25,686,060        —    
Basic net income per ordinary share
   
$
 		 0.15     
$
 —    
Diluted net income per ordinary share
 
 
 
 
 
 
 
 
Numerator
:
 
 

 
 
 
 
 
Allocation of net income, as adjuste
d
 
$
3,902,543
 
 
$
—
 
 
Denominator:
 
 
 
 
 
 

 
Diluted weighted average ordinary shares outstanding
 
 
 25,686,060 
 
 

—
 
 
Diluted net income per ordinary shar
e
 
$
0.15
 
 
$
—
 
 
 
Schedule of Calculation of Earnings Per Share Basic and Diluted Separately By Using Two Class Method
    
For the Year
ended
December 31,
2021
Class B
     
For the Period
December 22,
2020 through
December 31,
2020

Class B
  
Basic net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,170,619      $ (5,000 ) 
Denominator:
                  
Basic weighted average ordinary shares outstanding
      7,695,487        7,500,000  
Basic net income per ordinary share
   
$
 0.15     
$
 —    
Diluted net income per ordinary share
         
Numerator:
                  
Allocation of net income, as adjusted
    $ 1,175,386      $ (5,000 ) 
Denominator:
                  
Diluted weighted average ordinary shares outstanding
      7,736,268        7,500,000  
Diluted net income per ordinary share
   
$
 0.15     
$
 —    
XML 30 R19.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description   
Level
     
December 31,
2021
  
Liabilities:
                  
Warrant Liabilities – Public Warrants
      1      $ 5,207,024  
Warrant Liabilities – Private Placement Warrants
      2      $ 3,092,410  
Summary of Fair Value Measurements Inputs
The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows:
 
Input
  
March 4,
2021 (Initial)
 
Risk-free interest rate
      0.08 % 
Expected Term (Years)
      5.0  
Expected volatility
      25 % 
Exercise price
    $ 11.50  
Unit Price
    $ 9.67  
Summary of Change in the Fair Value of Warrant Liabilities
The following table presents the changes in the fair value of Level 3 warrant liabilities:
 
 
  
Private Placement
 
 
Public
 
 
Warrant Liabilities
 
Fair value as of January 1, 2021
    $ –       $ –       $ –    
Initial measurement on March 4, 2021 (IPO)
      5,940,000       9,900,000       15,840,000  
Initial measurement on March 5, 2021 (Over allotment)
      124,750       311,874       436,624  
Change in fair value
      (1,776,543 )      309,450     (1,467,093 ) 
Transfer to Level 1
      –         (10,521,324 )
)
     (10,521,324 ) 
Transfer to Level 2
 
 
(4,288,207
)
 
 
–  
 
 
 
(4,288,207
)
 
    
 
 
    
 
 
    
 
 
  
Fair value as of December 31, 2021
    $ –     $ –       $ –    
    
 
 
    
 
 
    
 
 
  
XML 31 R20.htm IDEA: XBRL DOCUMENT v3.22.0.1
Description of Organization and Business Operations - Additional Information (Detail) - USD ($)
 12 Months Ended
Mar. 05, 2021
Mar. 04, 2021
Dec. 31, 2020
Dec. 31, 2021
Company, incorporation date       Dec. 22, 2020
Stock issued during period, value   $ 300,000,000    
Proceeds from issuance of warrants     $ 0 $ 9,189,015
Payment to acquire restricted investments       9,450,720
Assets held in the trust account     0 309,450,720
Transaction cost       17,501,346
Deferred underwriting fee payable       10,830,775
Other offering costs payable       $ 481,557
Percentage of asset held in trust account       80.00%
Number of days related to payment to acquire restricted investment       2 days
Net tangible assets required for consummation of business combination       $ 5,000,001
Number of months determining public shares redemption       24 months
Number of months related to consummation of business combination       24 months
Number of days for consummation of business combination       10 days
Dissolution expenses       $ 100,000
Cash underwriting fess Net of reimbursement   6,189,014    
Cash       861,474
Working Capital       $ 225,513
Promissory note – related party     13,641  
Definitive Agreement of Initial Business Combination [Member]        
Business combination, percentage of voting interest acquired       50.00%
Common Stock [Member]        
Temporary equity redemption price per share       $ 10.00
Restricted percentage of redemption       15.00%
Percentage of redemption       100.00%
Share price       $ 10.00
Maximum [Member]        
U.S. government securities, maturity terms       185 days
Minimum [Member]        
U.S. government securities, maturity terms       0 days
Sponsor [Member]        
Share price       $ 12.00
Sponsor [Member] | Working Capital Loan [Member]        
Promissory note – related party     $ 0 $ 0
Common Class A [Member] | Private Placement Warrants [Member]        
Share price       $ 18.00
IPO [Member]        
Proceeds from issuance of warrants       $ 10,211,874
Share price       $ 10.00
IPO [Member] | Private Placement Warrants [Member] | Sponsor [Member]        
Class of warrant or rights issued during period       6,000,000
Class of warrant or rights issued during period, price per warrant or right       $ 1.50
Proceeds from issuance of warrants       $ 9,000,000
Proceeds from sale of equity   $ 300,000,000    
Proceeds from sale of equity, per unit   $ 10.00    
IPO [Member] | Common Class A [Member]        
Stock issued during period shares new issues   30,000,000    
Shares issue price   $ 10.00    
Stock issued during period   30,000,000    
Over-Allotment Option [Member]        
Stock issued during period shares new issues 945,072     4,500,000
Stock issued during period 945,072     4,500,000
Over-Allotment Option [Member] | Underwriters [Member] | Partial Exercise Of Over Allotment Option [Member]        
Stock issued during period shares new issues 945,072      
Stock issued during period, value $ 9,450,720      
Class of warrant or rights issued during period 126,010      
Class of warrant or rights issued during period, price per warrant or right $ 1.50      
Proceeds from issuance of warrants $ 189,015      
Stock issued during period 945,072      
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member]        
Class of warrant or rights issued during period 126,010      
Over-Allotment Option [Member] | Common Class A [Member]        
Stock issued during period shares new issues 945,072 30,000,000    
Shares issue price   $ 10.00    
Stock issued during period, value $ 9,450,720      
Stock issued during period 945,072 30,000,000    
XML 32 R21.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Future confirming events   one or more future confirming events
Cash equivalents, Carrying value $ 0 $ 0
Unrecognized tax benefits 0 0
Unrecognized tax benefits, Amounts accrued for interest and penalties 0 0
Income tax expenses benefit $ 0 0
FDIC, Insured amount   $ 250,000
Term of short term investments   3 months
Weighted average number diluted shares outstanding adjustment 0 0
Class A ordinary shares    
Temporary equity shares outstanding 0 30,945,072
Number of Common stock into which the class of warrant or right be converted   16,441,034
Maximum [Member]    
Term of short term investments   9 months
XML 33 R22.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Less:    
Proceeds allocated to Public Warrants $ 0 $ (9,189,015)
Plus:    
Accretion of carrying value to redemption value $ 0 27,136,138
Class A Ordinary Shares Subject to Possible Redemption   309,450,720
Common Class A [Member]    
Less:    
Class A ordinary shares issuance costs   (16,924,264)
Plus:    
Accretion of carrying value to redemption value   27,136,138
Class A Ordinary Shares Subject to Possible Redemption   309,450,720
IPO [Member]    
Temporary Equity [Line Items]    
Gross proceeds   309,450,720
Less:    
Proceeds allocated to Public Warrants   $ (10,211,874)
XML 34 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary of Significant Accounting Policies - Summary of Basic and Diluted Income (Loss) Per Ordinary Share (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Numerator:    
Allocation of net loss, as adjusted $ (5,000) $ 5,077,920
Common Class A [Member]    
Numerator:    
Allocation of net loss, as adjusted $ 0 $ 3,907,301
Denominator:    
Basic and diluted Weighted average shares outstanding 0 25,686,060
Basic and diluted net loss per share ordinary share $ 0 $ 0.15
XML 35 R24.htm IDEA: XBRL DOCUMENT v3.22.0.1
Summary of Significant Accounting Policies - Schedule of Calculation of Earnings Per Share Basic and Diluted Separately By Using Two Class Method (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Common Class A [Member]    
Numerator:    
Allocation of net income, as adjusted $ 0 $ 3,902,543
Denominator:    
Diluted weighted average ordinary shares outstanding 0 25,686,060
Diluted net income per ordinary share $ 0 $ 0.15
Common Class B [Member]    
Basic net income per ordinary share    
Allocation of net income, as adjusted $ (5,000) $ 1,170,619
Denominator:    
Basic weighted average ordinary shares outstanding 7,500,000 7,695,487
Basic net income per ordinary share $ 0 $ 0.15
Numerator:    
Allocation of net income, as adjusted $ (5,000) $ 1,175,386
Denominator:    
Diluted weighted average ordinary shares outstanding 7,500,000 7,736,268
Diluted net income per ordinary share $ 0 $ 0.15
XML 36 R25.htm IDEA: XBRL DOCUMENT v3.22.0.1
Initial Public Offering - Additional Information (Detail) - USD ($)
 12 Months Ended
Mar. 05, 2021
Mar. 04, 2021
Dec. 31, 2021
Public Offering [Line Items]      
Stock issued during period value new issues   $ 300,000,000  
Over-Allotment Option [Member]      
Public Offering [Line Items]      
Stock issued during period shares new issues 945,072   4,500,000
Common Class A [Member] | Public Warrants [Member]      
Public Offering [Line Items]      
Common stock, conversion basis   Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).  
Common Class A [Member] | IPO [Member]      
Public Offering [Line Items]      
Stock issued during period shares new issues   30,000,000  
Shares issue price   $ 10.00  
Warrants exercise price per share   $ 11.50  
Common Class A [Member] | Over-Allotment Option [Member]      
Public Offering [Line Items]      
Stock issued during period shares new issues 945,072 30,000,000  
Shares issue price   $ 10.00  
Stock issued during period value new issues $ 9,450,720    
XML 37 R26.htm IDEA: XBRL DOCUMENT v3.22.0.1
Private Placement - Additional Information (Detail) - USD ($)
 12 Months Ended
Mar. 05, 2021
Dec. 31, 2020
Dec. 31, 2021
Proceeds from issuance of warrants   $ 0 $ 9,189,015
Private Placement Warrants [Member]      
Class of warrants or rights, number of securities called by each warrant or rights     1
Class of warrants or rights, exercise price     $ 11.50
IPO [Member]      
Proceeds from issuance of warrants     $ 10,211,874
IPO [Member] | Sponsor [Member] | Private Placement Warrants [Member]      
Class of warrant or rights issued during period     6,000,000
Class of warrant or rights issued during period, price per warrant or right     $ 1.50
Proceeds from issuance of warrants     $ 9,000,000
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member]      
Class of warrant or rights issued during period 126,010    
Class of warrants or rights subscribed but not issued     600,000
Class of warrants or rights subscribed but not issued value     $ 900,000
Proceeds from derivative instrument, financing activities $ 189,015    
XML 38 R27.htm IDEA: XBRL DOCUMENT v3.22.0.1
Related Party Transactions - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Mar. 04, 2021
Mar. 01, 2021
Dec. 31, 2020
Dec. 31, 2020
Dec. 31, 2021
Dec. 29, 2020
Related Party Transaction [Line Items]            
Stock issued during period, value, issued for services     $ 25,000      
Due to related parties current     13,641 $ 13,641    
Sponsor [Member]            
Related Party Transaction [Line Items]            
Share price         $ 12.00  
Notice period to redeem shares         150 days  
Sponsor [Member] | Working Capital Loan [Member]            
Related Party Transaction [Line Items]            
Due to related parties current     $ 0 $ 0 $ 0  
Debt instrument convertible into warrants         $ 1,500,000  
Debt instrument conversion price         $ 1.50  
Sponsor [Member] | Promissory Note [Member]            
Related Party Transaction [Line Items]            
Debt instrument, face amount           $ 300,000
Due to related parties current           $ 171,357
Sponsor [Member] | Administrative Service Agreement [Member]            
Related Party Transaction [Line Items]            
Related party transaction, amounts of transaction         $ 10,000  
Related party transaction. administrative expense         $ 100,000  
Sponsor [Member] | Maximum [Member]            
Related Party Transaction [Line Items]            
Share transfer restriction, threshold trading days         30 days  
Sponsor [Member] | Minimum [Member]            
Related Party Transaction [Line Items]            
Number of consecutive trading days for share price determination         20 days  
Class B ordinary shares            
Related Party Transaction [Line Items]            
Common stock shares outstanding     8,625,000 8,625,000 7,736,268  
Class B ordinary shares | Founder Shares [Member] | Sponsor [Member]            
Related Party Transaction [Line Items]            
Stock issued during period, value, issued for services       $ 25,000    
Stock issued during period, shares, issued for services       7,187,500    
Stock issued during period   1,437,500        
Ordinary shares subject to possible redemption         1,125,000  
Percentage of shares issued and outstanding         20.00%  
Shares issued, shares, share-based payment arrangement, forfeited 888,732          
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Commitments - Additional Information (Detail) - USD ($)
 12 Months Ended
Mar. 05, 2021
Dec. 31, 2021
Number of days after the completion of the business combination   30 days
Deferred underwriting fee payable, per unit   $ 0.35
Deferred underwriting fee payable   $ 10,830,775
Stock repurchased and retired during period, shares 3,554,928  
Over-Allotment Option [Member]    
Option vesting period   45 days
Stock issued during period 945,072 4,500,000
XML 40 R29.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity - Additional Information (Detail) - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Class of Stock [Line Items]    
Preferred stock shares authorized 5,000,000 5,000,000
Preferred stock par value $ 0.0001 $ 0.0001
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Common Stock [Member]    
Class of Stock [Line Items]    
Percentage of sum of ordinary shares issued and outstanding 20.00%  
Common Class A [Member]    
Class of Stock [Line Items]    
Common stock shares authorized 500,000,000 500,000,000
Common stock par value $ 0.0001 $ 0.0001
Common stock, voting rights one  
Common stock shares issued 0 0
Common stock shares outstanding 0 0
Temporary equity shares outstanding 30,945,072 0
Common Class B [Member]    
Class of Stock [Line Items]    
Common stock shares authorized 50,000,000 50,000,000
Common stock par value $ 0.0001 $ 0.0001
Common stock, voting rights one  
Common stock shares issued 7,736,268 8,625,000
Common stock shares outstanding 7,736,268 8,625,000
Common stock, conversion basis a one-for-one  
XML 41 R30.htm IDEA: XBRL DOCUMENT v3.22.0.1
Warrant Liabilities - Additional Information (Detail) - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Number of days after consummation of business combination within which registration shall be made with securities exchange commission 20 days  
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective 60 days  
Common Class A [Member]    
Common stock shares lock in period 30 days  
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member]    
Proceeds to be used for business combination as a percentage of total equity proceeds 60.00%  
Sale of stock issue price per share $ 9.20  
Number of trading days for determining volume weighted average trading price of the ordinary shares 20 days  
Volume Weighted Average Trading Price Of Shares $ 9.20  
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price One [Member]    
Class of warrants or rights, Exercise price as a percentage of newly issued price 115.00%  
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price Two [Member]    
Class of warrants or rights, Exercise price as a percentage of newly issued price 180.00%  
Share Price $10 [Member] | Common Class A [Member] | Share Redemption Triger Price [Member]    
Share price $ 10.00  
Public Warrants [Member]    
Class of warrants or rights, outstanding 10,315,024 0
Class of warrants or rights period after which the warrants or rights are exercisable 1 year  
Class of warrant or right days from which warrants or rights exercisable 30 days  
Warrants or rights outstanding, term 5 years  
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price One [Member]    
Share price $ 18.00  
Class of warrants or rights, redemption price per warrant or right $ 0.01  
Class of warrants or rights, notice of redemption period 30 days  
Number of trading days determining closing price of ordinary shares 20 days  
Number of consecutive trading days for determining the closing price of shares 30 days  
Period during which the registered propsectus shall be available for warrant redemption 30 days  
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price Two [Member]    
Share price $ 10.00  
Class of warrants or rights, redemption price per warrant or right $ 0.10  
Class of warrants or rights, notice of redemption period 30 days  
Number of consecutive trading days for determining the closing price of shares 30 days  
Private Placement Warrants [Member]    
Class of warrants or rights, outstanding 6,126,010 0
Class of warrants or rights lock in period 30 days  
Private Placement Warrants [Member] | Common Class A [Member]    
Share price $ 18.00  
Number of trading days determining closing price of ordinary shares 20 days  
Number of consecutive trading days for determining the closing price of shares 30 days  
XML 42 R31.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Measurements - Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - Warrant [Member]
Dec. 31, 2021
USD ($)
Public Warrants [Member] | Level 1 [Member]  
Liabilities:  
Warrant Liability $ 5,207,024
Private Placement Warrants [Member] | Level 2 [Member]  
Liabilities:  
Warrant Liability $ 3,092,410
XML 43 R32.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Public Warrants And Private Placement Warrants [Member] - Level 3 [Member] - Initial Measurement and Over Allotment [Member]
Mar. 04, 2021
$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Risk-free interest rate 0.08%
Expected Term (Years) 5 years
Expected volatility 25.00%
Exercise price $ 11.50
Unit Price $ 9.67
XML 44 R33.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Warrant [Member]
 12 Months Ended
Dec. 31, 2021
USD ($)
Private Placement Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Fair value $ 0
Change in fair value (1,776,543)
Transfer to Level 2 (4,288,207)
Fair value 0
Public Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Fair value 0
Change in fair value 309,450
Transfer to Level 1 (10,521,324)
Fair value 0
Warrant Liabilities [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Fair value 0
Change in fair value (1,467,093)
Transfer to Level 1 (10,521,324)
Transfer to Level 2 (4,288,207)
Fair value 0
IPO [Member] | Private Placement Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Initial measurement 5,940,000
IPO [Member] | Public Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Initial measurement 9,900,000
IPO [Member] | Warrant Liabilities [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Initial measurement 15,840,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Initial measurement 124,750
Over-Allotment Option [Member] | Public Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Initial measurement 311,874
Over-Allotment Option [Member] | Warrant Liabilities [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Initial measurement $ 436,624
XML 45 R34.htm IDEA: XBRL DOCUMENT v3.22.0.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets held in the trust account $ 309,450,720 $ 0
Level 2 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 4,288,207  
Level 3 [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 $ 10,521,324  
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us-gaap:WarrantMember 2021-12-31 0001838163 dhcau:PrivatePlacementWarrantsMember us-gaap:WarrantMember 2021-12-31 0001838163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001838163 us-gaap:RetainedEarningsMember 2021-12-31 0001838163 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001838163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-21 0001838163 us-gaap:AdditionalPaidInCapitalMember 2020-12-21 0001838163 us-gaap:RetainedEarningsMember 2020-12-21 0001838163 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001838163 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001838163 us-gaap:RetainedEarningsMember 2020-12-31 iso4217:USD shares utr:Day utr:Year pure utr:Month iso4217:USD shares false FY DHC Acquisition Corp. 0001838163 P1Y P20D P0D P2D P10D P3M 10-K true 2021-12-31 --12-31 2021 false E9 001-40130 98-1541929 535 Silicon Drive Suite 100 Southlake TX 76092 310 228-2894 Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant DHCAU NASDAQ Class A ordinary shares included as part of the units DHCA NASDAQ Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 DHCA NASDAQ No No Yes Yes Non-accelerated Filer true true false false true 30945072 7736268 302642804.16 100 WithumSmith+Brown, PC New York, New York 861474 388666 1250140 71546 309450720 0 310700860 71546 1024627 0 37905 13641 1024627 51546 8299434 0 10830775 0 20154836 51546 30945072 0 10.00 10.00 309450720 0.0001 0.0001 5000000 5000000 0 0 0 0 0.0001 0.0001 500000000 500000000 0 0 0 0 30945072 0 0 0.0001 0.0001 50000000 50000000 7736268 7736268 8625000 8625000 774 863 0 24137 -18905470 -5000 -18904696 20000 310700860 71546 2312931 5000 -2312931 -5000 -7977190 0 586339 0 7390851 0 5077920 -5000 25686060 0 0.15 0 7695487 7500000 0.15 0 0 0 0 0 0 8625000 863 24137 25000 -5000 -5000 8625000 863 -5000 20000 3133522 3133522 888732 -89 89 3157748 23978390 27136138 5077920 5077920 7736268 774 -18905470 -18904696 5077920 -5000 0 5000 -7977190 0 586339 0 361866 0 1024627 0 -1650170 0 309450720 0 -309450720 0 303261706 0 9189015 0 171357 0 317000 0 311962364 0 861474 0 861474 130916 13641 26800 0 10830775 0 27136138 0 0 37905 0 20000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">DHC Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 22, 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 or entities (the “Business Combination”). </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is not limited to a particular industry or sector for purposes of consummating 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. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-operating</div> income in the form of interest income from the investment held in the Trust Account (as defined below), along with income or loss from the change in fair value of the warrant liabilities. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">sponsor</div>, LLC (the “<div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">sponsor</div>”), generating gross proceeds of $9,000,000, which is described in Note 4. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act<div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">,</div> with a maturity of 185 days or <span style="-sec-ix-hidden:hidden39153786">less</span> 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">2a-7</div> 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. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $309,450,720. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that 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 on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with 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 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. There is no assurance that the Company will be able to complete a Business Combination successfully. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 shareholder 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 <span style="-sec-ix-hidden:hidden39153787">two</span> business days prior to the consummation of the Business Combination, (initially $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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> 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. </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 <div style="letter-spacing: 0px; top: 0px;;display:inline;">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) 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 an Initial Business Combination. </div> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">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</div> of 15% of the Public Shares, without the prior consent of the Company. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">The sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder 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 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 redemption in connection with a Business Combination or to</div> redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination within 24 <div style="display:inline;">months from the closing of our Initial Public Offering.</div> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company will have until March 4, 2023 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> 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. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">sponsor</div> has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">sponsor</div> acquires Public Shares in or after the Initial 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">per-share</div> value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In order to protect the amounts held in the Trust Account, the <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">sponsor</div> 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 Initial Public </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor 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 <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor 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. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Liquidity and Going Concern </div></div></div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2021, the Company had $861,474 in its operating bank account and working capital of $225,513. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In addition, in order to finance transaction costs in connection with a Business Combination, the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor or an affiliate of the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. </div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 4, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 4, 2023. </div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> 2020-12-22 30000000 10.00 300000000 6000000 1.50 9000000 300000000 10.00 P185D 945072 9450720 126010 1.50 189015 9450720 309450720 17501346 6189014 10830775 481557 0.80 0.50 10.00 5000001 0.15 1 P24M P24M 100000 10.00 10.00 861474 225513 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</div></div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Emerging Growth Company </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> 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 statement 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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting periods. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Cash Equivalents </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of <span style="-sec-ix-hidden:hidden39153817">three</span> and nine months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Investment Held in Trust Account </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer &amp; Trust Company. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Offering Costs </div></div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering and $586,339 were expensed to the statement of operations. </div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="letter-spacing: 0px; top: 0px; background: none;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; background: none; text-decoration: none;;display:inline;"> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital and accumulated deficit. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">309,450,720</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to Public Warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(10,211,874</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares issuance costs</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,924,264</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of carrying value to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">27,136,138</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption</div></div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">309,450,720</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Warrant Liabilities </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC815-40</div> under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. </div><br/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Net Income (Loss) Per Ordinary Share </div></div></div></div></div> <div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from income (loss) per ordinary share as the redemption value approximates fair value. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year<br/>ended<br/>December 31,<br/>2021<br/>Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period<br/>December 22,<br/>2020 through<br/>December 31,<br/>2020</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic net income per ordinary share</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,907,301</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic weighted average ordinary shares outstanding</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25,686,060</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic net income per ordinary share</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Numerator<div style="letter-spacing: 0px; top: 0px;;display:inline;">:</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjuste<div style="letter-spacing: 0px; top: 0px;;display:inline;">d</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">3,902,543</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted weighted average ordinary shares outstanding</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-indent: 0px; text-align: right; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> 25,686,060 </div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary shar<div style="letter-spacing: 0px; top: 0px;;display:inline;">e</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">0.15</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> </table> <div style="clear: both; max-height: 0px; text-indent: 0px;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year<br/> ended<br/> December 31,<br/> 2021<br/> Class B</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period<br/> December 22,<br/> 2020 through<br/> December 31,<br/> 2020</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,170,619</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic weighted average ordinary shares outstanding</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,695,487</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,500,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,175,386 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted weighted average ordinary shares outstanding</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,736,268</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,500,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value of Financial Instruments </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Recently Accounting Standards </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the FASB issued ASU No. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06, “Debt—Debt</div> with Conversion and Other Options (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">470-20)</div> and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> would have on its financial position, results of operations or cash flows. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Emerging Growth Company </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> 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 statement 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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 revenues and expenses during the reporting periods. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. </div></div> one or more future confirming events <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Cash Equivalents </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of <span style="-sec-ix-hidden:hidden39153817">three</span> and nine months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. </div></div> P9M 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Investment Held in Trust Account </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 2021, substantially all of the assets held in the Trust Account were held in a checking account held by Continental Stock Transfer &amp; Trust Company. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Offering Costs </div></div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,346, of which $16,915,008 were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering and $586,339 were expensed to the statement of operations. </div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="letter-spacing: 0px; top: 0px; background: none;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; background: none; text-decoration: none;;display:inline;"> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets, respectively. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital and accumulated deficit. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">309,450,720</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to Public Warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(10,211,874</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares issuance costs</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,924,264</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Accretion of carrying value to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">27,136,138</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption</div></div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">309,450,720</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> 30945072 309450720 10211874 -16924264 27136138 309450720 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Warrant Liabilities </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC815-40</div> under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. </div><br/></div> 0 0 0 0 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Net Income (Loss) Per Ordinary Share </div></div></div></div></div> <div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating income (loss) per ordinary share. Accretion associated with the redeemable shares of Class A ordinary share is excluded from income (loss) per ordinary share as the redemption value approximates fair value. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or 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 net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year<br/>ended<br/>December 31,<br/>2021<br/>Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period<br/>December 22,<br/>2020 through<br/>December 31,<br/>2020</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic net income per ordinary share</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,907,301</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic weighted average ordinary shares outstanding</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25,686,060</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic net income per ordinary share</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Numerator<div style="letter-spacing: 0px; top: 0px;;display:inline;">:</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjuste<div style="letter-spacing: 0px; top: 0px;;display:inline;">d</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">3,902,543</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted weighted average ordinary shares outstanding</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-indent: 0px; text-align: right; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> 25,686,060 </div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary shar<div style="letter-spacing: 0px; top: 0px;;display:inline;">e</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">0.15</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> </table> <div style="clear: both; max-height: 0px; text-indent: 0px;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year<br/> ended<br/> December 31,<br/> 2021<br/> Class B</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period<br/> December 22,<br/> 2020 through<br/> December 31,<br/> 2020</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,170,619</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic weighted average ordinary shares outstanding</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,695,487</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,500,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,175,386 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted weighted average ordinary shares outstanding</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,736,268</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,500,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> 16441034 0 0 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year<br/>ended<br/>December 31,<br/>2021<br/>Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period<br/>December 22,<br/>2020 through<br/>December 31,<br/>2020</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic net income per ordinary share</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,907,301</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic weighted average ordinary shares outstanding</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25,686,060</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Basic net income per ordinary share</div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Numerator<div style="letter-spacing: 0px; top: 0px;;display:inline;">:</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjuste<div style="letter-spacing: 0px; top: 0px;;display:inline;">d</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">3,902,543</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted weighted average ordinary shares outstanding</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-indent: 0px; text-align: right; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> 25,686,060 </div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary shar<div style="letter-spacing: 0px; top: 0px;;display:inline;">e</div><br/></div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">0.15</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div><br/></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">—<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> </tr> </table> <div style="clear: both; max-height: 0px; text-indent: 0px;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> 3907301 0 25686060 0 0.15 0 3902543 0 25686060 0 0.15 0 <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year<br/> ended<br/> December 31,<br/> 2021<br/> Class B</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period<br/> December 22,<br/> 2020 through<br/> December 31,<br/> 2020</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,170,619</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic weighted average ordinary shares outstanding</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,695,487</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,500,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td colspan="5" style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income, as adjusted</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,175,386 </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted weighted average ordinary shares outstanding</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,736,268</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">7,500,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Diluted net income per ordinary share</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.15</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">$</div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> 1170619 -5000 7695487 7500000 0.15 0 1175386 -5000 7736268 7500000 0.15 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. </div></div> 250000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value of Financial Instruments </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Recently Accounting Standards </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the FASB issued ASU No. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06, “Debt—Debt</div> with Conversion and Other Options (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">470-20)</div> and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> would have on its financial position, results of operations or cash flows. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 3. INITIAL PUBLIC OFFERING </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-third</div> of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. </div> 30000000 10.00 Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). 11.50 945072 9450720 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 4. PRIVATE PLACEMENT </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Simultaneously with the closing of the Initial Public Offering, the <div style="display:inline;">s</div>ponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The <div style="display:inline;">s</div>ponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the <div style="display:inline;">s</div>ponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriter’s over-allotment option. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. </div></div> 6000000 1.50 9000000 600000 900000 126010 189015 1 11.50 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 5. RELATED PARTY TRANSACTIONS </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Founder Shares </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In December 2020, the <div style="display:inline;">s</div>ponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding.<div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;"> Historical information has been retroactively restated.</div> The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the <div style="display:inline;">s</div>ponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the <div style="display:inline;">s</div>ponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The <div style="display:inline;">s</div>ponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period commencing at least 150 days after the Company’s Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Administrative Services Agreement </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor a total of $10,000 per month for office space, secretarial and administrative services. For the year ended December 31, 2021, the total expense for administrative services was $100,000, and $100,000 is included in accrued expenses on the balance sheet as of December 31, 2021. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Promissory Note — Related Party </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">On December 29, 2020, the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-interest</div> bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding amount of $171,357 was repaid after the closing of the Initial Public Offering on March 9, 2021. Borrowings under the Promissory Note are no longer available. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Related Party Loans </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In order to finance transaction costs in connection with a Business Combination, the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor or an affiliate of the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor, 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 warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2021 and 2020, there were no working capital loans outstanding. </div></div> 25000 7187500 1437500 8625000 1125000 0.20 888732 12.00 P20D P30D P150D 10000 100000 100000 300000 171357 1500000 1.50 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 6. COMMITMENTS </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Risks and Uncertainties </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Management continues to evaluate the impact of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">COVID-19</div> 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. <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</div></div></div> <div style="color: rgb(0, 0, 0); font-family: 'Times New Roman'; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: left; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; background-color: rgb(255, 255, 255); text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; margin-top: 12pt; margin-bottom: 0pt; text-indent: 4%; font-size: 10pt;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.</div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Registration Rights </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the 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 the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register 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. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. 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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Underwriting Agreement </div></div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company granted the underwriters a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">45-day</div> option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 5, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 945,072 Units and their option to purchase an additional 3,554,928 Units expired. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 in the aggregate. 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. </div></div> P30D P45D 4500000 945072 3554928 0.35 10830775 <div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 7. SHAREHOLDERS’ EQUITY </div></div></div></div> <div style="background: none;;font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; background: none; text-decoration: none;;display:inline;"> </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Preference Shares —</div></div></div></div> The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 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 December 31, 2021 and 2020, there were no preference shares issued or outstanding. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A Ordinary Shares —</div></div></div></div> The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 there were 30,945,072 shares of Class A ordinary shares subject to possible redemption, which are presented as temporary equity. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> B Ordinary Shares —</div></div></div></div> The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 7,736,268 and 8,625,000 shares of Class B ordinary shares issued and outstanding, respectively. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-for-one</div></div> 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 Initial 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 Initial 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 any private placement-equivalent warrants issued to the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor or its affiliates upon conversion of loans made to the Company). </div> 5000000 5000000 0.0001 0.0001 0 0 0 0 500000000 0.0001 one 30945072 50000000 0.0001 one 7736268 7736268 8625000 8625000 a one-for-one 0.20 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 8. WARRANT LIABILITIES </div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, there were 10,315,024 Public Warrants outstanding. As of December 31, 2020 there were no Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) <span style="-sec-ix-hidden:hidden39153885">one</span> year from the closing of the Initial Public Offering <div style="letter-spacing: 0px; top: 0px;;display:inline;">or</div> (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public 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. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company has agreed that as soon as practicable, but in no event later than <span style="-sec-ix-hidden:hidden39153883">twenty</span> business days after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that the 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, the Company may, at its 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption (Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00): </div></div></div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole and not in part; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at a price of $0.01 per warrant; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period ending three trading days before the Company sends the notice of redemption to the warrant holders. </div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-day</div> redemption period. If and when the warrants become redeemable the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Redemption of warrants when the price per Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A ordinary share equals or exceeds $10.00. </div></div></div></div>Once the warrants become exercisable, the Company may redeem the outstanding warrants: </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole and not in part; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period ending three trading days before the Company send the notice of redemption to the warrant holders; and </div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if the closing price of the Class A ordinary shares for any 20 trading days within a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. </div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor or its affiliates, without taking into account any Founder Shares held by the <div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ponsor 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 initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">As of December 31, 2021, there were 6,126,010 Private Placement Warrants outstanding. As of December 31, 2020 there were no Private Placement Warrants outstanding. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) 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 salable 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-redeemable</div> as described above 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. </div> 10315024 0 P30D P5Y P60D 18.00 0.01 P30D P20D P30D P30D 10.00 0.10 P30D P20D P30D P20D P30D 18.00 9.20 0.60 P20D 9.20 1.15 1.80 10.00 6126010 0 P30D P30D <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 9. FAIR VALUE MEASUREMENTS </div></div></div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 6pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:</div></div></div> <div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 96%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-left: auto; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 6%;"/> <td style="width: 1%; vertical-align: bottom;"/> <td style="width: 93%;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;">Level 1:</td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: top;">Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.</td> </tr> <tr style="font-size: 1pt;"> <td style="height: 6pt; font-size: 0px;"> </td> <td colspan="2" style="height: 6pt; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;">Level 2:</td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: top;">Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.</td> </tr> <tr style="font-size: 1pt;"> <td style="height: 6pt; font-size: 0px;"> </td> <td colspan="2" style="height: 6pt; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;">Level 3:</td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: top;">Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.</td> </tr> </table> <div style="clear: both; max-height: 0px;"/> </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 2021, assets held in the Trust Account were comprised of $309,450,720 in a checking account held by Continental Stock Transfer and Trust Company. At December 31, 2020 there were no assets held in the Trust Account. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">Description</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liabilities – Public Warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,207,024</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liabilities – Private Placement Warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,092,410</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Warrants were accounted for as liabilities in accordance with <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASC815-40</div> and are presented within warrant liabilities on our accompanying December 31, 2021 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker DHCAW. The subsequent measurement of the Private Placement Warrants was calculated using a Monte Carlo Simulation which is considered a Level 3 measurement. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 85%;"/> <td style="width: 11%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Input</div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 4,<br/>2021 (Initial)</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.08</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected Term (Years)</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.0</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected volatility</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Exercise price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unit Price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.67</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="clear: both; max-height: 0px; text-indent: 0px;"/> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 12pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement.</div></div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents the changes in the fair value of Level 3 warrant liabilities: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 64%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Private Placement</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Public</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant Liabilities</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of January 1, 2021</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial measurement on March 4, 2021 (IPO)</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,940,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,900,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,840,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial measurement on March 5, 2021 (Over allotment)</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">124,750</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">311,874</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">436,624</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in fair value</div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(1,776,543</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">309,450</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"/> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(1,467,093</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Transfer to Level 1</div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(10,521,324</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">)<div style="letter-spacing: 0px; top: 0px;;display:inline;">)</div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(10,521,324</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">) </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Transfer to Level 2</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">(4,288,207</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"/> )</td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-indent: 0px; text-align: right; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">–  </div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">(4,288,207</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">)</div> </div> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0); width: 64%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of December 31, 2021</div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255); padding: 0pt 5pt 0pt 0pt;;text-align:right;">–</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0); width: 64%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> </table> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants tran<div style="letter-spacing: 0px; top: 0px;;display:inline;">s</div>ferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">$10,521,324</div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">. There were transfers of $4,288,207 from Level 3 to Level 2 during the year ended December 31, 2021. </div></div><br/></div> 309450720 0 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 80%;"/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 5%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">Description</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liabilities – Public Warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,207,024</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liabilities – Private Placement Warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,092,410</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> 5207024 3092410 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The key inputs into the Monte Carlo simulation model for Level 3 Warrants were as follows: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 85%;"/> <td style="width: 11%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Input</div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 4,<br/>2021 (Initial)</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.08</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected Term (Years)</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.0</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected volatility</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">25</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Exercise price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unit Price</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.67</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> </table> <div style="clear: both; max-height: 0px; text-indent: 0px;"/> 0.0008 P5Y 0.25 11.50 9.67 <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents the changes in the fair value of Level 3 warrant liabilities: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px; text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 64%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Private Placement</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Public</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant Liabilities</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of January 1, 2021</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial measurement on March 4, 2021 (IPO)</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,940,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,900,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">15,840,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial measurement on March 5, 2021 (Over allotment)</div></div> </td> <td style="vertical-align: bottom; width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">124,750</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">311,874</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">436,624</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in fair value</div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(1,776,543</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">309,450</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"/> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(1,467,093</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Transfer to Level 1</div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(10,521,324</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">)<div style="letter-spacing: 0px; top: 0px;;display:inline;">)</div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(10,521,324</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">) </td> </tr> <tr> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Transfer to Level 2</div><br/></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">(4,288,207</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"/> )</td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-indent: 0px; text-align: right; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">–  </div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"> </div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; text-align: right; line-height: normal;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">(4,288,207</div></div> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> <div style="margin-bottom: 0px; margin-top: 0px; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">)</div> </div> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0); width: 64%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of December 31, 2021</div></div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255); padding: 0pt 5pt 0pt 0pt;;text-align:right;">–</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 10%;"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">–  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0); width: 64%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 10%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> </table> 0 0 0 5940000 9900000 15840000 124750 311874 436624 -1776543 309450 -1467093 -10521324 -10521324 -4288207 -4288207 0 0 0 10521324 4288207 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 10. SUBSEQUENT EVENTS </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to 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. </div></div> EXCEL 47 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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