0001193125-22-091728.txt : 20220331 0001193125-22-091728.hdr.sgml : 20220331 20220331160134 ACCESSION NUMBER: 0001193125-22-091728 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 54 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220331 DATE AS OF CHANGE: 20220331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARLIN TECHNOLOGY CORP. CENTRAL INDEX KEY: 0001823855 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39886 FILM NUMBER: 22792263 BUSINESS ADDRESS: STREET 1: 338 PIER AVENUE CITY: HERMOSA BEACH STATE: CA ZIP: 90254 BUSINESS PHONE: (310) 446-4900 MAIL ADDRESS: STREET 1: 338 PIER AVENUE CITY: HERMOSA BEACH STATE: CA ZIP: 90254 10-K 1 d334518d10k.htm 10-K 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K
 
 
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year 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 __________
Commission File Number: 001-39886
 
 
Marlin Technology Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
 
98-1555920
(State or other jurisdiction
of incorporation)
 
(I.R.S. Employer
Identification No.)
338 Pier Avenue
Hermosa Beach California 90254
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310)
364-0110
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-third
of one redeemable warrant
 
FINMU
 
The Nasdaq Capital Markets
Class A ordinary shares included as part of the units
 
FINM
 
The Nasdaq Capital Markets
Redeemable warrants included as part of the units
 
FINMW
 
The Nasdaq Capital Markets
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 such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated filer      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 June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the 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, as reported on the NASDAQ, was $400,752,000
 
(based on the closing sales price of the Class A ordinary shares on June 30, 2021 of $9.68).
As of March 31, 2022
, 41,400,000
 shares
 of Class A ordinary shares, par value $0.0001, and 10,350,000 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.
Documents Incorporated by Reference: None.
 
 
 

TABLE OF CONTENTS
 
 
    
 
  
Page
 
  
 
iii
 
   
  
 
1
 
Item 1.
    
  
 
1
 
Item 1A.
    
  
 
14
 
Item 1B.
    
  
 
44
 
Item 2.
    
  
 
44
 
Item 3.
    
  
 
44
 
Item 4.
    
  
 
44
 
   
  
 
45
 
Item 5.
    
  
 
45
 
Item 6.
    
  
 
46
 
Item 7.
    
  
 
46
 
Item 7A.
    
  
 
48
 
Item 8.
    
  
 
49
 
Item 9.
    
  
 
49
 
Item 9A.
    
  
 
49
 
Item 9B.
    
  
 
50
 
Item 9C.
    
  
 
50
 
   
  
 
51
 
Item 10.
    
  
 
51
 
Item 11.
    
  
 
57
 
Item 12.
    
  
 
57
 
Item 13.
    
  
 
60
 
Item 14.
    
  
 
61
 
   
  
 
62
 
Item 15.
    
  
 
62
 
    
 
  
     
 
i

CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form
10-K
(this “Annual Report”), references to:
 
   
“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association of the company;
 
   
“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
 
   
“founder shares” are to our Class B ordinary shares initially issued to our Sponsor in a private placement prior to the 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” are to the Company’s initial public offering of units, public shares, and public warrants pursuant to the registration statements filed for the Initial Public Offering on Form
S-1
declared effective by the SEC on January 12, 2021 (SEC File
No. 333-250935)
and completed on January 15, 2021;
 
   
“management” or our “management team” are to our executive officers and directors;
 
   
“Marlin” and “Marlin Equity Partners” are to Marlin Management Company, LLC, an affiliate of our Sponsor.
 
   
“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 Marlin Technology Holdings, LLC, a Delaware limited liability company; and
 
   
“we,” “us,” “our,” “Company”, “company” or “our company” are to Marlin Technology Corporation, a Cayman Islands exempted company.
 
ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Annual Report, including the financial statements, may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report, including the financial statements, may include, for example, statements about:
 
   
our ability to select an appropriate target business or businesses;
 
   
our ability to complete our initial business combination;
 
   
our expectations around the performance of 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;
 
   
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
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 lack of a market for our securities;
 
   
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
 
   
the trust account not being subject to claims of third parties; or
 
   
our financial performance following this Annual Report.
The forward-looking statements contained in this Annual Report, including the financial statements, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” 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.
 
iii

PART I
 
Item 1.
Business
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on September 2, 2020 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. Our Sponsor is Marlin Technology Holdings, LLC, a Delaware limited liability company (“Sponsor”).
To date, our efforts have been limited to our organizational activities and activities relating to the Initial Public Offering and the identification and evaluation of prospective acquisition targets for 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.
While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we focus on industries that complement our management team’s background, and in our search for targets for our initial business combination seek to capitalize on the ability of our management team to identify and acquire a business within the technology industry. We may pursue a transaction in which our shareholders immediately prior to our initial business combination would collectively own a minority interest in the post-transaction company.
Our Sponsor is an affiliate of Marlin Equity Partners, a global investment firm with unique experience and a long track record of creating value through investing in businesses where its capital base, industry relationships and extensive network of operational resources significantly strengthen a company’s outlook and enhance value. Marlin Equity Partners is neither sponsoring the Company nor advising either the Sponsor or the Company.
Business Strategy
Our business strategy is to identify and complete our initial business combination with a target business within the technology industry. We intend to focus our search on a target business with an enterprise valuation range of $1.5 billion to $3.0 billion. We believe our proprietary sourcing strategy and tactical marketing effort gives us an advantage in finding a target business that our management team can scale to deliver strong shareholder returns.
We intend to target businesses with solid competitive positioning, scalability and profitability profiles that we believe will thrive in the public markets both in the near and long-term. We will also focus on companies that want a public currency for M&A or employee incentives and have less leverage than private equity owned businesses. Companies we target will also generally have investors that want to hold a meaningful and liquid stake in the business post-closing.
We intend to find a target that displays growth, upside opportunities and operates in a market with attractive dynamics. We believe those upside opportunities are achieved with companies that embody the following traits:
 
   
Management teams with strong execution and business culture;
 
   
Market leader in their core markets;
 
   
High win rates against competitors and ability to replace larger competitors in key accounts;
 
   
Pricing power within their respective markets;
 
   
Near-term path to achieving attractive fundamental metrics;
 
   
Substantial market tailwinds; and
 
   
Consolidating industries with identifiable strategic acquisitions.
We believe our team is well-positioned to create further upside for shareholders by introducing our set of operational best practices. We focus on thoughtful product strategy linked to the acceleration and improvement of
go-to-market
efficiencies. Other areas in which we believe we can instill best practices include the following:
 
1

   
Research and development:
 
   
Human resources and talent management;
 
   
Cost structure optimization;
 
   
Financial processes, reporting and analytics;
 
   
Systems, IT, automation and business operations; and
 
   
Capital markets access, insurance and accounting and tax.
In addition, we may also look to deploy additional capital through
product-led
strategic M&A to help target businesses expand their product offerings and increase scale. We do not rely on traditional financial engineering or basic “value creation levers”. We focus carefully on market trends, search and identify businesses with specific characteristics and combine that with thoughtful product strategy and improvements to
go-to-market
efficiencies to maximize long term enterprise value creation.
We will continue to seek to effectively employ our management team’s investment expertise, operational skills and experience, as well as their extensive networks to add value to a target business. We believe that the experience of our management team can guide a business through a number of growth and efficiency initiatives, including, but not limited to, attracting and retaining customers, prioritizing research and development spend, sales and marketing initiatives, inorganically rounding out product sets, achieving
top-line
growth targets, channel strengthening, championing and empowering company culture and other initiatives to build value. We will seek to generate returns for our shareholders by applying the previously described operational rigor while focusing on profitable growth.
Additionally, we believe our management team possesses the following tools necessary to partner with management teams in order to drive strong shareholder returns:
Expertise in growing successful technology and software
companies
: Our management team has demonstrated consistent success in investing, building, nurturing and leading technology and software companies. Our management team has demonstrated the ability to grow companies both organically and through acquisitions – turning point solutions into comprehensive platforms, taking domestic businesses international, and building scale. We believe we can also recruit top talent and use that intellectual capital to great competitive advantage. We believe that executing on these initiatives can drive significant value for all stakeholders and create a culture of growth and innovation that motivates and excites everyone involved.
Ability to mentor and support exceptional executives
: Each member of our management team has served on many boards of directors, both within and outside of the technology industry. They have completed dozens of acquisitions, handled complex governance challenges and enhanced their companies’ global growth and profitability. We understand the tradeoff between growth and profitability and the requirements for building infrastructure and hiring new employees to drive product development and market share gains. We are also sensitive to the importance of employee retention and corporate culture that are critical to growing a successful business.
Maximizing the value of becoming a publicly traded entity
: As a public entity, we can offer a wide range of advantages to stakeholders. These include but are not limited to: working with management and shareholders who aspire to have their company become a public entity and generate substantial growth; transitioning from a private to a public entity may include broader access to debt and equity financing options; provision of liquidity for employees and potential acquisitions and expansion of branding in the marketplace.
Our Acquisition Process
In evaluating a potential target business, we expect to conduct a comprehensive due diligence review to determine its quality and intrinsic value. That due diligence review may include, among other things,
in-depth
market studies, evaluation of product strategy, efficiency of the target’s current
go-to-market,
financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company.
Other Considerations
We are not prohibited from pursuing an initial business combination with a company affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.
 
2

Members of our and Marlin’s management teams, including our officers and directors, directly and indirectly own our securities offering and, accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Each of our officers and directors, as well as our and Marlin’s management teams, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors, and management team members was included by a target business as a condition to any agreement with respect to such business combination.
Each of our directors and officers 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. 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, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
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 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 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 will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
 
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While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a
non-binding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of 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
equals or exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in
non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Financial Position
As of December 31, 2021, we had approximately $414,167,667 held in the trust account (including $167,667 of interest income), not taking into account $14,490,000 of deferred underwriting fees that will be paid upon the consummation of the initial business combination. With the funds available, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
Effecting a Business Combination
General
We intend to utilize cash derived from the proceeds of the Initial Public Offering and the private placement of private warrants, our share capital, debt or a combination of these in effecting a business combination, which has not yet been identified. Accordingly, investors in our securities invested without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.
 
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Subject to our management team’s
pre-existing
fiduciary obligations and the fair market value requirement described below, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses other than as described above. 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.
Sources of Target Businesses
Target business candidates are 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 Annual 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. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our Sponsor or any of our existing officers or directors, or their respective affiliates 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.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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 “Management—Conflicts of Interest.”
Evaluation of a Target Business and Structuring of a 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 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.
 
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Lack of Business Diversification
For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
 
   
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
 
   
cause us to depend on the marketing and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the Target Business’ Management
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 an Initial Business Combination
We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.
Under the 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 the 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 reasons, which include a variety of factors, including, but not limited to:
 
6

   
the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
 
   
the expected cost of holding a shareholder vote;
 
   
the risk that the shareholders would fail to approve the proposed business combination;
 
   
other time and budget constraints of the company; and
 
   
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
Permitted Purchases 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 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. 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.
 
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Our Sponsor, officers, directors and/or their affiliates will be 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.
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. 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 provides 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). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
Manner of Conducting 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 the Nasdaq, we will be required to comply with the Nasdaq rules.
If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
 
   
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
 
   
file proxy materials with the SEC.
 
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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. As a result, in addition to our initial purchaser’s founder shares, we would need 15,525,000, or 37.5% (assuming all issued and outstanding shares are voted), or 15,525,000, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 41,400,000 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. 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.
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 will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in 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.
 
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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 general meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made, may be withdrawn at any time up to 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 24 months from the closing of our Initial Public Offering.
Redemption of Public Shares and Liquidation If No Initial Business Combination
Our amended and restated memorandum and articles of association provides that we have only 24 months from the closing of the Initial Public Offering to consummate an initial business combination. If we have not consummated an initial business combination within 24 months from the closing of the 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 the case of clauses (ii) and (iii) 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
 
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initial business combination within 24 months from the closing of our Initial Public Offering. Our amended and restated memorandum and articles of association provides 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.
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 the 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, 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 or 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 out of the $5,290 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 of 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 (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. UBS Securities LLC did 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
 
11

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.
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 (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $5,290 following our Initial Public Offering and the sale of the private placement warrants 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 law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 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 will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete 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.
 
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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, operating businesses seeking strategic acquisitions. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the 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 338 Pier Avenue, Hermosa Beach, CA 90254. 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.
Employees
We currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the 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. Also, Mr. Spasov, as Chairman, does not have
day-to-day
control of our affairs and shall not be involved in our
day-to-day
operations.
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 will 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 or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
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 requirements of the laws of the Cayman Islands (including 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.
 
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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
equals or exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in
non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in 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 end of that year’s second fiscal quarter, 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 end of that year’s second fiscal quarter.
 
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 Annual Report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations and financial results:
 
   
We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
 
   
Past performance by our 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 does 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.
 
   
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.
 
14

   
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.
 
   
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 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.
 
   
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.
 
   
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.”
Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
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 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. Please see the section entitled “Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
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, including between the U.S. and China and between Russia and Ukraine, 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.
 
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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 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. As a result, in addition to our initial shareholders’ founder shares, we would need 15,525,000, or 37.5% (assuming all issued and outstanding shares are voted), or 2,587,500, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 41,400,000 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. 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.
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.
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 underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The
per-share
amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
 
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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 coronavirus
(COVID-19)
outbreak.
The ongoing
COVID-19
pandemic has resulted in, and other infectious diseases could result in, a widespread health crisis that adversely affects 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. Furthermore, we may be unable to complete a business combination if continued concerns relating to
COVID-19
restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which
COVID-19
impacts our search for a business combination and our ability to successfully consummate 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 new variants of
COVID-19
and the continued 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 adversely affected in a material way.
In addition, our ability to consummate a transaction may be dependent on our ability to raise equity and debt financing which may be impacted by
COVID-19
and other events, including increased market volatility or decreased market liquidity in third party financing being unavailable on terms acceptable to us or at all.
Finally, a sustained or prolonged
COVID-19
resurgence, such as the new Omicron variant, 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.
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
 
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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 the case of clauses (ii) and (iii), 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, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.
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. See “Business—Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our Sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.
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. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Business—Business Strategy—Effecting Our Initial Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly 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
 
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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.
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.
Although we expect to continue to meet the minimum initial listing standards set forth in the Nasdaq listing standards, 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 amount in shareholder’s equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholder’s equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If the 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, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on the Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our 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 and filed a Current Report on Form
8-K,
including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means we have a longer period of time to complete our initial business combination than do companies subject to Rule 419.
 
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Moreover, Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.
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, 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 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.
Of the net proceeds of our Initial Public Offering and the sale of the private placement warrants, only approximately $5,290 are available to us outside the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available from loans from our Sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the 24 months following the closing of our Initial Public Offering; however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, 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.
 
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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 may be forced to liquidate. Neither 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.
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 (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.
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 the letter agreement the form of which is filed as an exhibit to the registration statement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a
 
21

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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.
However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and 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.
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.
If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or
winding-up
petition or an involuntary bankruptcy or
winding-up
petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or
winding-up
petition or an involuntary bankruptcy or
winding-up
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
 
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If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or
winding-up
petition or an involuntary bankruptcy or
winding-up
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the
per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or
winding-up
petition or an involuntary bankruptcy or
winding-up
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy 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.
Risks Relating to our Securities
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
 
   
restrictions on the nature of our investments; and
 
   
restrictions on the issuance of securities,
each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome requirements, including:
 
   
registration as an investment company 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 is 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 resell 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 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. Our Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (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.
 
23

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.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover 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 the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to elect 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 meeting of shareholders) serving a three-year term.
Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to 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.
 
24

We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, 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. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our Initial Public Offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. 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 Class A ordinary shares 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 their warrants.
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.
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 an agreement to be entered into on or prior to 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 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.
 
25

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination 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.
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 units will not ultimately prove to be less favorable to investors in our Initial Public Offering 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 Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to 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.
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.
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 another independent entity that commonly renders valuation opinions 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.
 
26

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 authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. There are 458,600,000 and 39,650,000 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. Immediately after our Initial Public Offering, there will be 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 in connection with our redeeming the warrants as described in “Description of Securities—Warrants—Public Shareholders’ Warrants” 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 investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than
one-to-one
basis upon conversion of the Class B ordinary shares;
 
   
may subordinate the rights of holders of 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;
 
   
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.
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) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed
 
27

issued, or to be issued, to any seller in the initial business combination and 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. 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.
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.
We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
Risks Relating to our Sponsor and Management Team
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 not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
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. Also, Mr. Spasov, as Chairman, does not have
day-to-day
control of our affairs and shall not be involved in our
day-to-day
operations. We do not have an employment agreement with, or
key-man
insurance on the life of, any of our directors or executive officers.
 
28

The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
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 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 to be entered into on or prior to the closing of our Initial Public Offering, 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.
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.
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. Also, Mr. Spasov, as Chairman, does not have
day-to-day
control of our affairs and shall not be involved in our
day-to-day
operations. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Management—Officers and Directors.”
 
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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.
Following the completion of our Initial Public Offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses 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 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 will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Officers and Directors,” “Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
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. See the section titled “Description of Securities—Certain Differences in Corporate Law—Shareholders’ Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may 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, including, without limitation, those described under “Management—Conflicts of Interest.” Our 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 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 as set forth in “Business—Effecting
 
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Our Initial Business Combination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm 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.
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 acquire during or 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 September 4, 2020, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in consideration of 11,500,000 Class B ordinary shares, par value $0.0001. On November 20, 2020, our sponsor effected a surrender of 2,875,000 founder shares to the company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 11,500,000 to 8,625,000. On January 12, 2021, the Company effected a share capitalization, resulting in there being 10,350,000 Class B ordinary shares outstanding of which 10,280,000 shares were held by the Sponsor such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our Initial Public Offering. On November 24, 2020, our Sponsor transferred 40,000 and 30,000 Class B ordinary shares to Mr. Donatelli and Mr. Youngjohns, our
non-employee
directors, respectively. On March 4, 2021, our Sponsor transferred 30,000 Class B ordinary shares to Ms. Troy, our
non-employee
director. Prior to the initial investment in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor purchased an aggregate of 6,853,333 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($10,280,000 in the aggregate). If we do not consummate an initial business within 24 months from the closing of our Initial Public Offering, the private placement warrants will expire worthless. 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 the
24-month
anniversary of the closing of our Initial Public Offering nears, which is the deadline for our consummation of an initial business combination.
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 Annual 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;
 
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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.
The net proceeds from our Initial Public Offering and the sale of the private placement warrants provided us with up to $399,510,000 that we may use to complete our initial business combination (after taking into account the $14,490,000 of deferred underwriting commissions being held in the trust account and the estimated expenses of our Initial Public Offering).
We may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
 
   
solely dependent upon the performance of a single business, property or asset; or
 
   
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
Our management may not be able to maintain control of a target business after our initial business combination. 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
 
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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 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 stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our 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.
We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.
To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
We 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 not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (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 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 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 through our Initial Public Offering, we would register, or seek an exemption from registration for, the affected securities.
 
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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 general 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 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 general 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 general 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 collectively beneficially own, on an
as-converted
basis, 20% of our Class A ordinary shares upon the closing of our Initial Public Offering (assuming they do not purchase any units in 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 selected any prospective 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
 
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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.
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 Sponsor owns, on an
as-converted
basis, 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 any units in our Initial Public Offering or if our Sponsor purchases any additional Class A ordinary shares 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, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our Sponsor, is and will be 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. We may not hold an annual meeting of shareholders to appoint 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 appointment 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.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder 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 Annual Report, 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 with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreement designates 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.
 
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Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This
choice-of-forum
provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem 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 as described under the heading “Description of Securities— Warrants—Public Shareholders’ Warrants—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. None of the private placement warrants will be redeemable by us (except as described below under “Description of Securities—Warrants— 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.
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 as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants— 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. Please see “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” 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 as set forth under “Description of Securities—Warrants—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.
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.
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 1,000,000 private placement warrants, at the price of $1.50 per warrant. 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 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 may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
 
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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 (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Description of Securities—Warrants—Public Shareholders’ Warrants—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% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Description of Securities—Warrants—Public Shareholders’ Warrants—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 the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.
The determination of the offering price of our units and the size of our Initial Public Offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior to our Initial Public Offering, there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of our Initial Public Offering, management held customary organizational meetings with the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of our Initial Public Offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:
 
   
the history and prospects of companies whose principal business is the acquisition of other companies;
 
   
prior offerings of those companies;
 
   
our prospects for acquiring an operating business at attractive values;
 
   
a review of
debt-to-equity
ratios in leveraged transactions;
 
   
our capital structure;
 
   
an assessment of our management and their experience in identifying operating companies;
 
   
general conditions of the securities markets at the time of our Initial Public Offering; and
 
   
other factors as were deemed relevant.
 
37

Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following our Initial Public Offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the
COVID-19
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.
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.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form
10-K
for the year ended December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
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.
 
38

We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include 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 appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
An investment in our Initial Public Offering may result in uncertain or adverse U.S. federal income tax consequences.
An investment in our Initial Public Offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in our Initial Public Offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary shares and the
one-third
of a warrant to purchase one Class A ordinary share included in each unit could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in our Initial Public Offering is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder’s (as defined below in “Taxation—United States Federal Income Tax Considerations—General”) holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes. See the section titled “Taxation—United States Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.
Since only holders of our founder shares have the right to vote on the appointment of directors, upon the listing of our shares on the Nasdaq, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
After completion of our Initial Public Offering, only holders of our founder shares have the right to vote on the appointment of directors. As a result, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
 
   
we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq;
 
   
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
 
   
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
 
39

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable
phase-in
rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
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.
As described elsewhere in this Annual Report, 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. See Part II, Item 9A. Controls and Procedures included in this Annual Report. 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 are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated exempted 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.
 
40

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.
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 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 U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC
start-up
exception (see the section of our prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules”). Depending on the particular circumstances the application of the
start-up
exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the
start-up
exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of our prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”
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
 
41

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.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in 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
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. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
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.”
In connection with the Company’s assessment of going concern considerations accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, we have determined that if the Company is unable to complete a Business Combination by January 15, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s 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.
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;
 
   
unexpected changes in regulatory requirements;
 
42

   
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.
If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue 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.
 
43

Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a
non-U.S.
target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
We 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.
 
Item 2.
Property
We currently maintain our executive offices at 338 Pier Avenue, Hermosa Beach, CA 90254. 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.
 
Item 3.
Legal Proceedings
To the knowledge of our management, 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.
 
Item 4.
Mine Safety Disclosures
Not applicable.
 
44

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 shares and warrants are each traded on the Nasdaq under the symbols “FINMU,” “FINM” and “FINMW,” respectively. Our units commenced public trading on January 13, 2021. Our Class A ordinary shares and warrants began separate trading on March 5, 2021.
 
(b)
Holders
On March 31, 2022, there was one holder of record of our units, one holder of record of our Class A ordinary shares, four holders of our Class B ordinary shares and two holders of record of 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 September 4, 2020, our Sponsor paid $25,000 to cover certain of our expenses in consideration of 11,500,000 Class B ordinary shares, par value $0.0001. On November 20, 2020, our sponsor effected a surrender of 2,875,000 founder shares to the company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 11,500,000 to 8,625,000. On January 12, 2021, the Company effected a share capitalization, resulting in there being 10,350,000 Class B ordinary shares outstanding of which 10,280,000 shares were held by the Sponsor such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding. On November 24, 2020, our Sponsor transferred 40,000 and 30,000 Class B ordinary shares to Messiers Donatelli and Youngjohns, our
non-employee
directors, respectively. On March 4, 2021, our Sponsor transferred 30,000 Class B ordinary shares to Ms. Troy, a
non-employee
director. The underwriters fully exercised the over-allotment option on January 15, 2021; thus, these founder shares are no longer subject to forfeiture. Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On January 15, 2021, our Sponsor purchased 6,853,333 private placement warrants, at a price of $1.50 per private placement warrants, generating gross proceeds of approximately $10,280,000, in a private placement that closed simultaneously with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On January 15, 2021, we consummated the Initial Public Offering of 41,400,000 units (the “Units”), including 5,400,0000 additional Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of approximately $414,000,000, and incurring offering costs of approximately $23,348,557, inclusive of approximately $14,490,000 in deferred underwriting commissions.
 
45

In connection with the Initial Public Offering, we incurred offering costs of approximately $23,348,557, inclusive of approximately $14,490,000 in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the Initial Public Offering expenses, $414,000,000 of the net proceeds from our Initial Public Offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the trust account in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the private placement warrants are held in the trust account and invested as described elsewhere in this Annual Report on Form
10-K.
 
(g)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
 
Item 6.
[RESERVED]
 
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 Annual Report on Form
10-K.
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 “Special 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 September 2, 2020 incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). 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 operating revenues to date. Our only activities from September 2, 2020 (inception) 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 initial 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.
For the year ended December 31, 2021, we had a net income of $13,815,195, which consists of change in fair value of warrant liabilities of $16,522,666 and interest earned on investments held in trust account of $167,667, offset by formation and operational costs of $2,875,138.
For the period from September 2, 2020 (inception) through December 31, 2020, we had a net loss of $5,000, which consisted of formation and operating expenses.
Liquidity and Capital Resources
On January 15, 2021, we consummated the Initial Public Offering of 41,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,853,333 private placement warrants at a price of $1.50 per private placement warrant in a private placement to the Sponsor, generating gross proceeds of $10,280,000.
 
46

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the private placement Units, a total of $414,000,000 was placed in the trust account. We incurred $23,348,557 in Initial Public Offering related costs, including $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $578,557 of other offering costs.
For the year ended December 31, 2021, cash used in operating activities was $1,992,904. Net income of $13,815,195 was affected by interest earned on investments held in trust account of $167,667, change in fair value of warrant liabilities of $16,522,666 and transaction costs incurred in connection with the Initial Public Offering of $1,172,873. Changes in operating assets and liabilities used $290,639 of cash for operating activities.
As of December 31, 2021, we had cash and investments held in the trust account of $414,167,667 (including $167,667 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. 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 $5,290. 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 Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants.
On November 10, 2021, the Company issued an unsecured promissory note (the “Working Capital Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The Working Capital Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. On March 29, 2022, effective as of November 10, 2021, the Company amended and restated the Working Capital Note to remove the ability of the Sponsor to convert all or a portion of such Working Capital Loans into warrants of the post-Business Combination entity at a price of $1.50 per warrant. As of December 31, 2021 and 2020, the outstanding balance was $254,148 and $0, respectively. Subsequent to December 31, 2021, the Company borrowed an additional $212,588 from the Working Capital Note. As of March 15, 2022, the Working Capital Note aggregate outstanding principal balance is $466,736.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Going Concern
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,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through January 15, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 15, 2023. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of January 15, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
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 the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. We began incurring these fees on January 15, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $0 in fees for these services of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets.
 
47

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 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 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 of America 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 not identified any critical accounting policies.
Warrant Liabilities
We account for the warrants in accordance with the guidance contained in ASC 815-40 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 tore-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 lattice model, specifically a binomial lattice model. For periods subsequent to the detachment of the public warrants from the Units, the public warrant quoted market price was used as the fair value as of each relevant date.
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 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 (deficit) section of our balance sheets.
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. 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 Standards
In August 2020, the Financial Accounting Standard Board 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. We adopted ASU
2020-06
effective as of January 1, 2021. The adoption of ASU
2020-06
did not have an impact on our financial statements.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
 
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
 
48

Item 8.
Financial Statements and Supplementary Data
This information appears following Item 15 of this Annual 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 are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
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 upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) 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 GAAP. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Management’s Report on Internal Controls Over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
(1)   pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
(2)   provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3)   provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2021.
 
 
49

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve 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.
This Annual Report on Form
10-K
does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than discussed above.
 
Item 9B.
Other Information.
On March 29, 2022, the Company amended and restated the Working Capital Note (the “A&R Working Capital Note”) issued to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The loan balance as of March 15, 2022 was $466,736. The A&R Working Capital Note amended the Working Capital Note to remove the ability of the Sponsor to convert all or a portion of such Working Capital Loans into warrants of the post-Business Combination entity at a price of $1.50 per warrant.
The A&R Working Capital Note is attached as Exhibit 10.7 to this Annual Report.
 
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
 
50

PART III
 
Item 10.
Directors, Executive Officers and Corporate Governance Directors and Executive Officers
Our officers and directors are as follows:
 
Name
  
Age
  
Position
Pete Spasov    45    Chairman
Nick Kaiser    45    Chief Executive Officer and Director
Michael Nutting    46    Chief Financial Officer and Director
David Donatelli    56    Director
Robert Youngjohns    70    Director
Donna Troy    65    Director
Mr.
 Nick Kaiser
(Chief Executive Officer)
has served as Marlin’s
Co-Founder
and Senior Managing Director since its inception over 15 years ago. He is actively engaged in all aspects of managing the firm including the oversight of all investment related activities and decisions. As a member of the firm’s Executive and Investment Committees, Mr. Kaiser is responsible for developing and pursuing strategic initiatives, originating and qualifying investment opportunities, conducting due diligence, executing transactions, and directing portfolio construction and management. Mr. Kaiser’s leadership extends throughout Marlin’s portfolio, as he is significantly involved in the strategic direction and management of the firm and each of its portfolio companies. Since founding Marlin, Mr. Kaiser has sat on dozens of boards and mentored and coached many of Marlin’s most successful executive teams. His transaction experience includes numerous enterprise software acquisitions, take-privates, corporate divestitures and growth equity investments. Mr. Kaiser earned a B.A. in Economics-Mathematics, with honors, from the University of California, Santa Barbara.
Mr.
 Pete Spasov
(Chairman)
has served as Marlin’s Senior Managing Director since its inception over 15 years ago. He is actively engaged in all aspects of managing the firm including the oversight of all investment related activities and decisions. As a member of the firm’s Executive and Investment Committees, Mr. Spasov is responsible for developing and pursuing strategic initiatives, originating and qualifying investment opportunities, structuring transactions, overseeing investments, setting and implementing investment policy, directing portfolio construction and management, as well as overseeing the firm’s operations. Mr. Spasov also oversees sourcing and business development efforts at Marlin, a role in which his significant network and expertise will be valuable to help identify optimal targets. Mr. Spasov sits on the board for numerous Marlin portfolio companies.
Mr. Spasov has over 20 years of broad-based institutional investment and private equity experience and prior to joining Marlin in 2005, he was at Northrop Grumman, which manages over $32 billion in investments, where he was primarily responsible for private equity and real estate investing. Mr. Spasov earned a B.A. in Economics- Accounting from the University of California, Santa Barbara.
Mr.
 Michael Nutting
(Chief Financial Officer)
has served as the Chief Capital Markets Officer at Marlin Operations Group, Inc., an affiliate of Marlin, focused on providing corporate finance and capital markets support to prospective, new and existing portfolio companies, as well as fostering and managing relationships with debt financing providers since 2017. From 2009 to 2017, he was a Managing Director, Head of Capital Markets & Corporate Finance at Glendon Partners (an affiliate of The Gores Group) where he served in a similar capacity.
Prior thereto, Mr. Nutting spent over 12 years in investment banking, most recently at Credit Suisse where he was responsible for executing capital markets, mergers and acquisitions and other corporate transactions for financial sponsors and their portfolio companies. He earned a B.A. in Economics-Accounting from Claremont McKenna College and an M.B.A. from UCLA Anderson School of Management, and is a CFA
®
charterholder.
Mr.
 David Donatelli
(Director)
has over thirty years’ experience working in the technology business. Most recently he served from 2015 to 2020 as the Executive Vice President of the Cloud Business Group at Oracle Corporation. Prior to Oracle, Mr. Donatelli was the Executive Vice President and General Manager of the Enterprise Group at Hewlett Packard. Prior to Hewlett Packard, Mr. Donatelli served as the President of the EMC Storage Division. Mr. Donatelli has extensive experience with direct management responsibility of mergers and acquisitions, software and hardware engineering, global sales, marketing, manufacturing and supply chains. Mr. Donatelli has a B.S. in Finance and Marketing from Boston College and an M.B.A from Northwestern University, Kellogg School of Management.
Mr. Robert Youngjohns
(Director)
Mr. Youngjohns has over 40 years of experience as an executive in the technology industry. Most recently, Mr. Youngjohns has been an operating executive in Marlin Operations Group, Inc. for over a year, focused on conducting operational due diligence and providing operational support to portfolio companies across the software and technology sectors. Previously, he served as EVP & General Manager of Software and Cloud at Hewlett Packard Enterprise (“HPE”), where he spearheaded HPE’s new cloud strategy (HPE Helion) and led the
spin-off
of HPE’s $8.5 billion
non-core
software business to Microfocus. Prior thereto, Mr.
 
51

Youngjohns was President of Microsoft North America where he was responsible for sales, marketing and services totaling $25.0 billion of revenue across all product lines and channels in the United States and Canada. Additionally, he has held key executive management positions at leading technology companies including Callidus Software, Sun Microsystems and IBM. Mr. Youngjohns earned his M.A. in Physics and Philosophy from Oxford University.
Ms.
 Donna Troy
(Director)
Ms. Troy has extensive experience in both senior executive and
non-executive
roles within multinational technology companies. Currently she serves as a
non-executive
chairman of First Derivatives since 2018, a
non-executive
director of Aptean since 2019 and Tibco Software since 2017. Ms. Troy previously served as the
non-executive
director of Curvature. From 2012-2020, Ms. Troy served as a
non-executive
director of Pivot 3, and from 2016-2020 she served on the technology advisory board of Riverside Partners. Ms. Troy has held a series of CEO and global General Management jobs with increasing responsibility and scope and has managed P&L’s from startup to 8 billion dollars at some of the most iconic companies in the technology industry: IBM, Tivoli, Partnerware, McAfee, SAP, Dell and Epicor. She has over 20 years of global operations leadership across the Americas, Asia, Europe and Africa. Ms. Troy earned her B.S.,
summa cum laude
, in computer science from North Carolina State University.
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 elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. The term of office of the first class of directors, consisting of Mr. Nutting and Ms. Troy, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Kaiser and Mr. Spasov, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Youngjohns and Mr. Donatelli, will expire at our third annual meeting of shareholders.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Pursuant to an agreement to be entered into on or prior to the closing of our Initial Public Offering, 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.
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.
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 the 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 the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.
Audit Committee
Ms. Troy and Messiers Youngjohns and Donatelli serve as members of our audit committee, and Mr. Donatelli serves as chairman of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase- in provisions. Ms. Troy and Messiers Youngjohns and Donatelli meet the independent director standard under Nasdaq listing standards and under Rule
10-A-3(b)(1)
of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Youngjohns 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;
 
52

   
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 registered public accounting firm 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
 
   
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
The members of our nominating committee are Mr. Youngjohns and Mr. Donatelli, and Mr. Youngjohns serves as chairman of the nominating committee. Our board of directors has determined that each of Mr. Youngjohns and Mr. Donatelli 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 are specified in a charter, 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
Ms. Troy and Messiers Youngjohns and Donatelli serve as members of our compensation committee, and Mr. Youngjohns serves as chairman of our compensation committee. Under the Nasdaq listing standards, we generally would be required to have at least two members of the compensation committee, all of whom must be independent, subject to certain limited exceptions set forth under the rules of Nasdaq.
 
53

Our board of directors has determined that each of Ms. Troy and Messiers Youngjohns and Donatelli are independent. We have adopt a compensation committee charter, which details the principal functions of the compensation committee, including:
 
   
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer 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;
 
   
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 provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2020 there were no delinquent filers.
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;
 
54

   
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.
Certain of our 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 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 Business
  
Affiliation
Pete Spasov    Marlin Management Company, LLC(1)    Investments    Senior Managing Director
Nick Kaiser    Marlin Management Company, LLC(1)    Investments   
Co-Founder,
and Senior Managing Director
Michael Nutting    Marlin Operations Group, Inc.(2)    Transactional Support    Chief Capital Markets Officer
David Donatelli         
Robert Youngjohns    Micro Focus International Plc    Enterprise Software    Director
   Aprimo US, LLC    Marketing Software    Director
Donna Troy    First Derivatives    Consulting & Software    Director
   Aptean    Software    Director
   Tibco Software    Software    Director
 
(1)
Includes funds and accounts advised by Marlin and affiliates.
(2)
Members of Marlin Operations Group Inc., a consulting firm affiliated with Marlin, assist Marlin in its operational due diligence, financing and other transactional support for prospective and consummated transactions and in its post-closing operating and other initiatives for portfolio companies, including manufacturing, sales, marketing, finance, tax, technology, debt and equity financing, legal, real estate/ facilities management, human resources, acquisition integration and other services.
Holders of our Class A ordinary shares 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. Also, Mr. Spasov, as Chairman, does not have
day-to-day
control of our affairs and shall not be involved in our
day-to-day
operations.
 
55

   
Our Sponsor subscribed for founder shares prior to the date the Initial Public Offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of the 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 our 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 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. 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 directors will 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 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, 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 officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.
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 the 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 have 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 expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
 
56

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.
 
Item 11.
Executive Compensation.
None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made 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.
After the completion of our initial business combination, 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 potential 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 available to us at March 31, 2022, with respect to our ordinary shares held by:
 
   
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
 
   
each of our officers and directors; and
 
57

   
all our officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private warrants as these warrants are not exercisable within 60 days of March 31, 2022.
 
    
Class B ordinary shares (2)
   
Class A ordinary shares
 
Name of Beneficial Owners (1)
  
Number of
Shares
Beneficially
Owned
    
Approximate
Percentage
of Class
   
Number of
Shares
Beneficially
Owned
    
Appropriate
Percentage
of Class
   
Approximate
Percentage
of Voting
Control
 
Marlin Technology Holdings, LLC (our Sponsor)(3)
     10,250,000        99.00     —          —         19.81
Aristeia Capital, L.L.C.(4)
     —          —         2,349,999        5.68     4.54
Saba Capital Management, L.P. (5)
     —          —         2,076,079        5.00     4.00
Pete Spasov
     —          —         —          —         —    
Nick Kaiser
     —          —         —          —         —    
Michael Nutting
     —          —         —          —         —    
Robert Youngjohns
     30,000        *       *        *       *  
David Donatelli
     40,000        *       *        *       *  
Donna Troy
     30,000        *       *        *       *  
All officer and directors as a group (7 individuals)
     100,000        *       *        *       *  
 
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of our shareholders is 338 Pier Avenue, Hermosa Beach, CA 90254.
(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 as described in the section entitled “Description of Securities.”
(3)
Our Sponsor is the record holder of such shares. Our Sponsor is managed by a board of managers consisting of David McGovern, Nick Kaiser and Peter Spasov. Any action by our Sponsor with respect to our company or the founder shares, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the
so-called
“rule of three,” because voting and dispositive decisions are made by a majority of our Sponsor’s managers, none of the managers of our Sponsor is deemed to be a beneficial owner of our Sponsor’s securities, even those in which such manager holds a pecuniary interest. Accordingly, none of our directors or officers is deemed to have or share beneficial ownership of the founder shares held by our Sponsor.
(4)
The address of the business office of Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.
(5)
The Class A ordinary shares are held by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”) and Mr. Boaz R. Weinstein. The address of the business office of each of Sava Capital, Saba GP and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
The holders of our founder shares have the right to elect all of our directors prior to our initial business combination. Holders of our public shares will not have the right to elect any directors to our board of directors prior to our initial business combination. Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.
Our Sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial business combination.
Our Sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
Transfers of Founder Shares and Private Warrants
The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to
lock-up
provisions in the agreement entered into by our Sponsor and management team. Our Sponsor and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of
 
58

(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 Class A ordinary shares for cash, securities or other property. The private placement warrants and the respective Class A ordinary shares underlying such warrants are not transferable or salable until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our Sponsor or their affiliates, any affiliates of our Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of our Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination;
provided
, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
Registration Rights
The holders of the founder shares, private placement units, private placement warrants, Class A ordinary shares underlying the 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. 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 (i) 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, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. We refer to such transfer restrictions throughout this Annual Report 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.
Equity Compensation Plans
As of December 31, 2021, we had no compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance.
 
59

Item 13.
Certain Relationships and Related Transactions, and Director Independence
On September 4, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the Initial Public Offering and formation costs in consideration of 11,500,000 Class B ordinary shares, par value $0.0001. On November 20, 2020, our sponsor effected a surrender of 2,875,000 founder shares to the company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 11,500,000 to 8,625,000. On January 12, 2021, the Company effected a share capitalization, resulting in there being 10,350,000 Class B ordinary shares outstanding such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our Initial Public Offering. On November 24, 2020, our Sponsor transferred 40,000 and 30,000 Class B ordinary shares to Mr. Donatelli and Mr. Youngjohns our
non-employee
directors, respectively. On March 4, 2021, our Sponsor transferred 30,000 Class B ordinary shares to Ms. Troy. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our Sponsor purchased 6,853,333 private placement warrants for a purchase price of $1.50 per whole warrant in a private placement. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.
If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
We currently maintain our executive offices at 338 Pier Avenue, Hermosa Beach, CA 90254. 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, commencing on the date that our securities are first listed on the Nasdaq. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of
out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
In order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. 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, including exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor, its affiliates or 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.
On November 10, 2021, the Company issued an unsecured promissory note (the “Working Capital Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The Working Capital Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. As of December 31, 2021 and 2020, the outstanding balance was $254,148 and $0, respectively.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
 
60

We have entered into a registration and shareholder rights agreement pursuant to which our Sponsor is entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, 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.
 
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
. During the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were $108,150 and $81,370, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly reviews, and the audits of our December 31, 2021 and 2020 financial statements included in this Annual Report on Form
10-K.
Audit-Related Fees.
During the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 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
. During the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were $3,090 and $0, respectively, for tax compliance, tax advice and tax planning.
All Other Fees
. During the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 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).
 
61

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
 
Exhibit
No.
  
Description
3.1    Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the registrant’s Form 8-K filed (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
4.1    Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended
4.2    Warrant Agreement, between the Company and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 of the registrant’s Form 8-K (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
4.3    Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 of the registrant’s Form S-1 (SEC File No. 333-250935) filed with the SEC on November 24, 2020)
4.4    Specimen Warrant Certificate (incorporated herein by reference to Exhibit 4.3 of the registrant’s Form S-1 (SEC File No. 333-250935) filed with the SEC on November 24, 2020)
4.5    Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 of the registrant’s Form S-1 filed (SEC File No. 333-250935) filed with the SEC on November 24, 2020)
10.1    Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated herein by reference to Exhibit 10.4 of the registrant’s Form 8-K filed (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
10.2    Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated herein by reference to Exhibit 10.2 of the registrant’s Form 8-K filed (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
10.3    Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein (incorporated herein by reference to Exhibit 10.3 of the registrant’s Form 8-K filed (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
10.4    Administrative Services Agreement between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.5 of the registrant’s Form 8-K filed (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
10.5    Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.1 of the registrant’s Form 8-K (SEC File No. 001-39886) filed with the SEC on January 12, 2021)
10.6    Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 of the registrant’s Form S-1 (SEC File No. 333-250935) filed with the SEC on November 24, 2020)
10.7    Amended and Restated Promissory Note, dated as of March 29, 2022 between Marlin Technology Corporation and Marlin Technology Holdings, LLC
 
62

Exhibit
No.
  
Description
21    List of Subsidiaries
31.1    Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of the Registrant’s Chief Financial Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of the Registrant’s Chief Executive Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of the Registrant’s Chief Financial Officer (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 (the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH    Inline XBRL Taxonomy Extension Schema
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
We hereby file as part of this Annual 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.
 
63

MARLIN TECHNOLOGY CORPORATION
INDEX TO FINANCIAL STATEMENTS
 
  
 
F-2
 
Financial Statements:
  
  
 
F-3
 
  
 
F-4
 
  
 
F-5
 
  
 
F-6
 
  
 
F-7 to F-20
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Marlin Technology Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Marlin Technology Corporation (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from September 2, 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 of the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by January 15, 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from 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 audits, 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 audits 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 audits 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 audits provide 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 31, 2022
PCAOB ID Number
100

 
F-2

MARLIN TECHNOLOGY CORPORATION
BALANCE SHEETS
 
    
December 31,
   
December 31,
 
    
2021
   
2020
 
ASSETS
                
Current assets
                
Cash
   $ 5,290     $ —    
Prepaid expenses
     604,540       —    
    
 
 
   
 
 
 
Total Current Assets
     609,830       —    
Deferred offering costs
     —         464,908  
Cash and investments 
held in Trust Account
     414,167,667           
    
 
 
   
 
 
 
TOTAL ASSETS
  
$
414,777,497
 
 
$
464,908
 
    
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
                
Current liabilities
                
Accounts payable and accrued expenses
     616,504           
Accrued offering costs
              298,420  
Promissory note – related party
     254,148       146,488  
    
 
 
   
 
 
 
Total Current Liabilities
     870,652       444,908  
Warrant liabilities
     14,250,800       —    
Deferred underwriting fee payable
     14,490,000       —    
    
 
 
   
 
 
 
Total Liabilities
  
$
29,611,452
 
 
$
444,908
 
    
 
 
   
 
 
 
Commitments and Contingencies
                
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 41,400,000 and no shares subject to possible redemption at redemption value at December 31, 2021 and 2020, respectively
     414,000,000       —    
Shareholders’ Equity (DEFICIT)
                
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
     —         —    
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding at December 31, 2021 and 2020
(1)
     1,035       1,035  
Additional
paid-in
capital
              23,965  
Accumulated deficit
     (28,834,990     (5,000
    
 
 
   
 
 
 
Total Shareholders’ Equity (DEFICIT)
  
 
(28,833,955
 
 
20,000
 
    
 
 
   
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
  
$
414,777,497
 
 
$
464,908
 
    
 
 
   
 
 
 
 
(1)
As of December 31, 2020, included an aggregate of up to 1,350,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 20, 2020, the Sponsor forfeited 2,875,000 Class B ordinary shares, which the Company canceled, resulting in 8,625,000 Class B ordinary shares issued and outstanding (see Note 4). On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 8,625,000 to 10,350,000 shares (see Note 5). All share and
per-share
amounts have been retroactively restated for the share cancellation and capitalization.
The accompanying notes are an integral part of the financial statements.
 
F-3

MARLIN TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020
 
 
  
For The
Year Ended
December 31,
 
 
For the
Period from
September 2,
2020
(inception)
through
December 31,
 
 
  
2021
 
 
2020
 
Operating and formation costs
   $ 2,875,138     $ 5,000  
    
 
 
   
 
 
 
Loss from operations
  
 
(2,875,138
 
 
(5,000
Other income:
                
Change in fair value of warrant liabilities
     16,522,666           
Interest earned on investments held in Trust Account
     167,667           
    
 
 
   
 
 
 
Total other income
     16,690,333           
Net income (loss)
  
$
13,815,195
 
 
$
(5,000
    
 
 
   
 
 
 
Weighted average shares outstanding of Class A ordinary shares
     39,812,055           
    
 
 
   
 
 
 
Basic and diluted net income (loss) per share, Class A ordinary shares
  
$
0.28
 
 
$
  
 
    
 
 
   
 
 
 
Weighted average shares outstanding of Class B ordinary shares
     10,294,521       9,000,000  
    
 
 
   
 
 
 
Basic net income (loss) per share, Class B ordinary shares
  
$
0.28
 
 
$
(0.00
    
 
 
   
 
 
 
Weighted average shares outstanding of Class B ordinary shares
     10,350,000       9,000,000  
    
 
 
   
 
 
 
Diluted net income (loss) per ordinary share, Class B
  
$
0.28
 
 
$
(0.00
    
 
 
   
 
 
 
The accompanying notes are an integral part of the financial statements.
 
F-4

MARLIN TECHNOLOGY CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020
 
    
Class A

Ordinary Shares
    
Class B

Ordinary Shares
    
Additional
Paid-in
   
Accumulated
   
Total
Shareholders’
 
    
Shares
    
Amount
    
Shares
    
Amount
    
Capital
   
Deficit
   
Equity (Deficit)
 
Balance – September 2, 2020 (inception)
             $                    $         $        $        $     
Issuance of Class B ordinary shares to Sponsor
     —          —          10,350,000        1,035        23,965       —         25,000  
Net loss
     —          —          —          —          —         (5,000     (5,000
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
Balance – December 31, 2020
             $           10,350,000      $ 1,035      $ 23,965     $ (5,000   $ 20,000  
Accretion for Class A ordinary shares subject to redemption
 amount
     —          —          —          —          (92,499     (42,645,185     (42,737,684
Sale of
6,853,333
Private Placement Warrants
     —          —          —          —          68,534       —         68,534  
Net income
     —          —          —          —          —         13,815,195       13,815,195  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
Balance – December 31, 2021
  
 
  
 
  
$
  
 
  
 
10,350,000
 
  
$
1,035
 
  
$
  
 
 
$
(28,834,990
 
$
(28,833,955
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
 
The accompanying notes are an integral part of the financial statements.
 
F-5

MARLIN TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020

 
  
For the
Year Ended
December 31,
 
 
For the
Period from
September 2,
2020
(inception)
through
December 31,
 
 
  
2021
 
 
2020
 
Cash Flows from Operating Activities:
                
Net income (loss)
   $ 13,815,195     $ (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
     (16,522,666         
Transaction costs allocated to warrants
     1,172,873           
Interest earned on investment held in Trust Account
     (167,667         
Changes in operating assets and liabilities:
                
Prepaid expenses
     (604,540         
Accounts payable and accrued expenses
     313,901           
    
 
 
   
 
 
 
Net cash used in operating activities
  
 
(1,992,904
        
    
 
 
   
 
 
 
Cash Flows from Investing Activities:
                
Investment of cash into trust Account
     (414,000,000         
    
 
 
   
 
 
 
Net cash used in investing activities
  
 
(414,000,000
 
 
  
 
Cash Flows from Financing Activities:
                
Proceeds from sale of Units, net of underwriting discount paid
     405,720,000           
Proceeds from sale of private placement Units
     10,280,000           
Proceeds from promissory note - related party
     254,148       —    
Repayment of promissory note – related party
     (146,488     —    
Payment of offering costs
     (109,466         
    
 
 
   
 
 
 
Net cash provided by financing activities
  
 
415,998,194
 
 
 
  
 
    
 
 
   
 
 
 
Net Change in Cash
  
 
5,290
 
 
 
  
 
Cash – Beginning
                  
    
 
 
   
 
 
 
Cash – Ending
  
$
5,290
 
 
$
  
 
    
 
 
   
 
 
 
Non-Cash
Investing and Financing Activities:
                
Offering costs included in accrued offering costs
   $ 4,183     $ 298,420  
    
 
 
   
 
 
 
Offering costs paid by Sponsor in exchange for issuance of founder shares
   $ —       $ 20,000  
    
 
 
   
 
 
 
Offering costs paid through promissory note – related party
   $ —       $ 146,488  
    
 
 
   
 
 
 
Accretion for Class A ordinary shares subject to redemption
   $ 42,645,185     $ —    
    
 
 
   
 
 
 
Deferred underwriting fee payable
   $ 14,490,000     $     
    
 
 
   
 
 
 
The accompanying notes are an integral part of the financial statements.
 
F-6

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Marlin Technology Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was incorporated 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 (a “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.
As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation and 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 proceeds derived from the Initial Public Offering and placed in the Trust Account (as defined below).
The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,853,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Marlin Technology Holdings, LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.
Transaction costs amounted to $23,348,557, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $578,557 of other offering costs.
Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($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”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under
Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination 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 business 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 successfully effect a Business Combination.
 
F-7

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The
per-share
amount to be distributed to the Public Shareholders who properly redeem their 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
and, if the Company seeks shareholder approval, it obtains the approval of 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 and the Company does not decide to hold a shareholder vote for business or other legal 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 Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or
pre-initial
business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have until January 15, 2023 to consummate a Business Combination (the “Combination Period”). However, 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 100% of the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders 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 Public Shareholders and its 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.
 
F-8

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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 that it will be liable to the Company if and to the extent any claims by a third party (other than 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 amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or 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.
Going Concern, Liquidity and Capital Resources
As of December 31, 2021, the Company had $5,290 in its operating bank account and working capital deficit of $260,822.
The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the private placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering.
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 Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no
borrowings under the Working Capital Loans. As of November 10, 2021, the Company entered into a Working Capital Note (see Note 6).
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,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through January 15, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 15, 2023. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of January 15, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
 
F-9

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with 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 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 liabilities. Such estimates may be subject to change as more current information because available and accordingly, the actual results could differ significantly from those estimates.
 
F-10

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
Cash and Cash
Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
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 ordinary shares subject to redemption upon the completion of the Initial Public Offering.
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 are classified as a liability instrument and are 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets.
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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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
   $ 414,000,000  
Less:
        
Proceeds allocated to Public Warrants
     (20,562,000
Class A ordinary shares issuance costs
     (22,175,684
Plus:
        
Accretion of carrying value to redemption value
     42,737,684  
    
 
 
 
Class A ordinary shares subject to possible redemption
   $ 414,000,000  
    
 
 
 
As of December 31, 2020, there were no Class A ordinary shares issued or outstanding.
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 share 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 Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance
 
F-11

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
 
with the guidance contained in ASC 815-40 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 adjusts the Warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants 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 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per 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 20,653,333
 C
lass A ordinary shares 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, except for the 1,350,000 founder shares at December 31, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes.
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
 
  
For the Period from

September 2, 2020 (inception)

through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,976,829      $ 2,838,366      $ —        $ (5,000
Denominator:
                                   
Basic weighted average
ordinary shares outstanding
     39,812,055        10,294,521        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Basic net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
 
F-12

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
 
  
For The Year Ended

December 31, 2021
 
  
For the Period from

September 2, 2020 (inception)
through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Diluted net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,964,688      $ 2,850,507      $ —        $ (5,000
Denominator:
                                   
Diluted weighted average
ordinary shares outstanding
     39,812,055        10,350,000        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for the warrant liabilities (see Note 9).
Recent 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
(Subtopic815-40):
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. ASU2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU
2020-06
on January 1, 2021. Adoption of the ASU did not impact the Company’s 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 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase 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 an exercise price of $11.50 per whole share (see Note 7).
 
F-13

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,280,000, in a private placement. 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 7). 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
As of September 4, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 20, 2020, the Sponsor forfeited 2,875,000 Founder Shares, which the Company canceled, resulting in 8,625,000 Founder Shares issued and outstanding. On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 8,625,000 to 10,350,000 shares. All share and
per-share
amounts have been retroactively restated for the share cancellation. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,350,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the 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 January 15, 2021 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $0, respectively, in fees for these services of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets.
Promissory Note — Related Party
On September 4, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance of $146,488 was repaid on January 15, 2021, the date of the Initial Public Offering. This facility is no longer available.
 
F-14

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS

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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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. The warrants would be identical to the Private Placement Warrants.
On November 10, 2021, the Company issued an unsecured promissory note (the “Working Capital Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000
.
The Working Capital Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. On March 29, 2022 effective as of November 10, 2021, the Company amended and restated the Working Capital Note to remove the to remove the ability of the Sponsor to convert all or a portion of such Working Capital Loans into warrants of the post-Business Combination entity at a price of $1.50 per warrant. As of December 31, 2021 and 2020, the outstanding balance was
$254,148 and $0, respectively.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
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.
Registration and Shareholders Rights
Pursuant to a registration and shareholders rights agreement entered into on January 12, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. 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 provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 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.
 
F-15

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
NOTE 7 — SHAREHOLDER’S EQUITY (DEFICIT)
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 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 41,400,000
Class A ordinary shares issued and outstanding, all of which are subject to possible redemption, and are presented as temporary equity. At December 31, 2020, there
were no Class A ordinary shares issued and outstanding.
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 the Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 10,350,000 Class B ordinary shares issued and outstanding.
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. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding 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 a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
NOTE 8 — WARRANTS
Warrants
 — As of December 31, 2021, there were 13,800,000 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 shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company 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.
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it 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
 
F-16

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
in the warrant agreement; provided that if 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 the Company will use its commercially reasonable 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 day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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 the Company will use its
commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption
of warrants when the price per
Class
 A
ordinary share equals or exceeds $18.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described 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 any 20 trading days within
a
 
30-tradingday
period ending three trading days before the Company sends the notice of redemption to the warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it 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 equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends the notice of redemption of 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will
 
F-17

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price 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 6,853,333 Private Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or 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,
except 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.
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 an assessment of the assumptions that market participants would use in pricing the asset or liability.
The Company classifies its U.S. Treasury and equivalent securities as
held-to-maturity
in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
 
F-18

MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
At December 31
, 2021, assets held in the Trust Account were comprised of
 $648 in cash and $414,167,019 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. At December 31, 2020, there were no assets held in the Trust Account.
The following
table presents information about the Company’s assets 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. The gross holding gains and fair value of
held-to-maturity
securities at December 31, 2021, are as follows:
 
    
Held-To-Maturity
    
Level
    
Amortized
Cost
    
Gross
Holding
Gain
    
Fair Value
 
December 31, 2021
     U.S. Treasury Securities        1      $ 414,167,019      $ 8,555      $ 414,175,574  
             
 
 
    
 
 
    
 
 
    
 
 
 
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:

 
 
  
Level
 
  
December 31,

2021
 
Liabilities:
                 
Warrant Liabilities – Public Warrants
     1      $ 9,522,000  
Warrant Liabilities – Private Placement Warrants
     2      $ 4,728,800  
There were no liabilities measured at a fair value on a recurring basis at December 31, 2020. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. The Public Warrants are valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.
The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.
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 January 15, 2021
     10,211,466        20,562,000        30,773,466  
Change in valuation inputs or other assumptions
     (5,208,533      (10,488,000      (15,696,533
Transfer to Level 1
               (10,074,000      (10,074,000
Transfer to Level 2
     (5,002,933                (5,002,933
    
 
 
    
 
 
    
 
 
 
Fair value as of December 31, 2021
   $         $         $     
    
 
 
    
 
 
    
 
 
 
 
F-19


MARLIN TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
 
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 transferred from a Level 3 fair value measurement to a Level 1 fair value measurement during the three months ended March 31, 2021, was approximately $10.1 
million when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement during the three months ended March 31, 2021 was
$5 million.
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. Other than items noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Subsequent to December 
31
,
2021
, the Company borrowed an additional $
212,588
from the available Working Capital Note as described in Note
5
.
As of March 15, 2022, the Working Capital Note aggregate outstanding principal balance i
s $
466,736
.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
 

F-20

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form
10-K
to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2022.
 
MARLIN TECHNOLOGY CORPORATION
By:
 
/s/ Nick Kaiser
 
Name: Nick Kaiser
 
Title: Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nick Kaiser and Michael Nutting, jointly and severally, his
attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form
10-K,
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form
10-K
has been signed by the following persons in the capacity and on the dates indicated.
 
Name
  
Position
 
Date
/s/ Nick Kaiser
  
Chief Executive Officer
 
March 31, 2022
Nick Kaiser
  
(Principal Executive Officer) and Director
 
/s/ Michael Nutting
  
Chief Financial Officer
 
March 31, 2022
Michael Nutting
  
(Principal Financial and Accounting Officer) and Director
 
/s/ David Donatelli
  
Director
 
March 31, 2022
David Donatelli
  
 
/s/ Robert Youngjohns
  
Director
 
March 31, 2022
Robert Youngjohns
  
 
/s/ Donna Troy
  
Director
 
March 31, 2022
Donna Troy
  
 
EX-4.1 2 d334518dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

MARLIN TECHNOLOGY CORPORATION

DESCRIPTION OF SECURITIES

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 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 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 our final prospectus related to our initial public offering. Pursuant to the warrant agreement, 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 purchase at least three units, you will not be able to receive or trade a whole warrant.

The Class A ordinary shares and warrants were not traded separately until we filed with the SEC a Current Report on Form 8-K which included an audited balance sheet reflecting our receipt of the gross proceeds at the closing of our initial public offering and the sale of the private placement units. We filed a Current Report on Form 8-K which includes an audited balance sheet promptly after the completion of our initial public offering. We also filed a second Current Report on Form 8-K to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

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

Ordinary Shares

As of the date of this Report, there were 51,750,000 ordinary shares issued and outstanding, consisting of 41,400,000 Class A ordinary shares and 10,350,000 Class B ordinary shares.

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, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. 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 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 will be 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 elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual meeting of shareholders to appoint 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 validly 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 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 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 privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such 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 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 15,525,000, or 37.5% (assuming all issued and outstanding shares are voted), or 2,587,500, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 41,400,000 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 the case of clauses (ii) and (iii), 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.

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 have 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) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of working capital loans. 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-division, 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 prospectus 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.


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.

Register of Members

Under Cayman Islands law, we must keep a register of members and there will be entered therein:

 

   

the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares of each member;

 

   

whether voting rights attach to the shares in issue;

 

   

the date on which the name of any person was entered on the register as a member; and

 

   

the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Preference Shares

Our amended and restated memorandum and articles of association authorize 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 will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares are being issued or registered in 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 and only whole warrants will trade. Accordingly, unless you purchase 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.

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 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 “—Warrants—Public Shareholders’ Warrants—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 “—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

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 “—Warrants—Public Shareholders’ Warrants—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 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 “— Warrants — Public Shareholders’ Warrants — 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 “—Warrants—Public Shareholders’ Warrants—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.

 

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 $11.00 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 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 this prospectus. 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.

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 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 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, reverse share split, 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 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, the $18.00 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% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “—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 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 company or corporation (other than a consolidation or merger in which we are the continuing company 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 company or 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 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 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. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

The warrant 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.

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 “—Warrants—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. If we increase the size of our Initial Public Offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of our Initial Public Offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of our Initial Public Offering. 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.

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 modelled 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.

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 a general meeting, or general meeting summoned for that purpose. The convening of the general 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 general meeting in question;

 

   

the arrangement is such as a businessman would reasonably approve; and

 

   

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

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

Special Considerations for Exempted Companies. We are an exempted company with limited liability under the Companies Act. Limited liability means the liability of each shareholder 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). 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 shareholder meeting;

 

   

an exempted company may issue negotiable or bearer shares or shares with no par value;

 

   

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);


   

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

 

   

an exempted company may register as a limited duration company; and

 

   

an exempted company may register as a segregated portfolio company.

“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 relating to our Initial Public Offering that will 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 Sponsor and its permitted transferees, if any, who will collectively beneficially own 20% of our ordinary shares upon the closing of our Initial Public Offering (assuming they do not purchase any units in our Initial Public Offering), will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other things, that:

 

   

If we 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;

 

   

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 independent investment banking firm or another independent entity 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 the 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 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.

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 and Countering of Terrorist and Proliferation Financing—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 financing or terrorist 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 (“FRA”), pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Law (As Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Certain Anti-takeover Provisions of our Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.

Our authorized but unissued Class A ordinary shares and preference shares will be available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

EX-10.7 3 d334518dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

AMENDED AND RESTATED PROMISSORY NOTE

 

Principal Amount: up to $1,500,000

   As of March 29, 2022

(as set forth on the Schedule of Borrowings attached hereto)

  

Marlin Technology Corporation (“Maker”) promises to pay to the order of Marlin Technology Holdings, LLC or its successors or assigns (“Payee”) the principal sum of up to 1,500,000 dollars ($1,500,000,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described below.

1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4. Events of Default. The following shall constitute Events of Default:

(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

5. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

[Reserved].

6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for


any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.

8. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

Marlin Technology Corporation

338 Pier Avenue

Hermosa Beach, California 90254

If to Payee:

Marlin Technology Holdings

338 Pier Avenue

Hermosa Beach, California 90254

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

9. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which proceeds of the Makers initial public offering of securities (“IPO”) (including the deferred underwriters discounts and commissions) and proceeds of the sale of the warrants issued in a private placement which occurred in connection with the consummation of the IPO are deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

10. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer the day and year first above written.

 

Marlin Technology Corporation
By:   /s/ Nick Kaiser
Name:   Nick Kaiser
Title:   Chief Executive Officer

 

Agreed and Acknowledged:
Marlin Technology Holdings, LLC
a Delaware limited liability company
By:   /s/ Nick Kaiser
  Name: Nick Kaiser
  Title: Chief Executive Officer

[Signature Page to Promissory Note]


SCHEDULE OF BORROWINGS

The following increases or decreases in this Promissory Note have been made:

 

Date of Increase or Decrease

  

Amount of decrease in
Principal Amount of this
Promissory Note

  

Amount of increase in
Principal Amount of this
Promissory Note

  

Principal Amount of this
Promissory Note
following such decrease
or increase

EX-21 4 d334518dex21.htm EX-21 EX-21

Exhibit 21

MARLIN TECHNOLOGY CORPORATION

LIST OF SUBSIDIARIES

None.

 

EX-31.1 5 d334518dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Nick Kaiser, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Marlin Technology Corporation;

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 period presented in this report;

4. The registrant’s other certifying officers 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)) 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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 officers 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 controls over financial reporting.

 

Date: March 31, 2022     By:  

/s/ Nick Kaiser

      Nick Kaiser
     

Chief Executive Officer

(Principal Executive Officer)

EX-31.2 6 d334518dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael Nutting, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of Marlin Technology Corporation;

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 period presented in this report;

4. The registrant’s other certifying officers 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)) 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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 officers 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 controls over financial reporting.

 

Date: March 31, 2022     By:  

/s/ Michael Nutting

      Michael Nutting
      Chief Financial Officer
      (Principal Financial and Accounting Officer)

 

EX-32.1 7 d334518dex321.htm EX-32.1 EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report of Marlin Technology Corporation (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nick Kaiser, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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.

 

Date: March 31, 2022     By:  

/s/ Nick Kaiser

      Nick Kaiser
      Chief Executive Officer
      (Principal Executive Officer)

 

EX-32.2 8 d334518dex322.htm EX-32.2 EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report of Marlin Technology Corporation. (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Nutting, Chief Financial Officer, Secretary and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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.

 

Date: March 31, 2022     By:  

/s/ Michael Nutting

      Michael Nutting
      Chief Financial Officer
      (Principal Financial and Accounting Officer)
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Cover Page - USD ($)
12 Months Ended
Dec. 31, 2021
Mar. 31, 2022
Jun. 30, 2021
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 Year Focus 2021    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Entity Registrant Name MARLIN TECHNOLOGY CORP.    
Entity Central Index Key 0001823855    
Entity File Number 001-39886    
Entity Tax Identification Number 98-1555920    
Entity Incorporation, State or Country Code E9    
Entity Interactive Data Current Yes    
Entity Current Reporting Status Yes    
Entity Filer Category Non-accelerated Filer    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Small Business true    
Entity Shell Company true    
Entity Address, Address Line One 338 Pier Avenue    
Entity Address, City or Town Hermosa Beach    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 90254    
City Area Code 310    
Local Phone Number 364-0110    
Entity Public Float     $ 400,752,000
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
ICFR Auditor Attestation Flag false    
Auditor Name WithumSmith+Brown    
Auditor Firm ID 100    
Auditor Location New York, New York    
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 FINM    
Security Exchange Name NASDAQ    
Entity Common Stock, Shares Outstanding   41,400,000  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   10,350,000  
Units [Member]      
Document Information [Line Items]      
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant    
Trading Symbol FINMU    
Security Exchange Name NASDAQ    
Warrants [Member]      
Document Information [Line Items]      
Title of 12(b) Security Redeemable warrants included as part of the units    
Trading Symbol FINMW    
Security Exchange Name NASDAQ    
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Balance Sheets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Current assets    
Cash $ 5,290  
Prepaid expenses 604,540  
Total Current Assets 609,830  
Deferred offering costs   $ 464,908
Cash and investments held in Trust Account 414,167,667 0
TOTAL ASSETS 414,777,497 464,908
Current liabilities    
Accounts payable and accrued expenses 616,504 0
Accrued offering costs 0 298,420
Promissory note – related party 254,148 146,488
Total Current Liabilities 870,652 444,908
Warrant liabilities 14,250,800  
Deferred underwriting fee payable 14,490,000 0
Total Liabilities 29,611,452 444,908
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 41,400,000 and no shares subject to possible redemption at redemption value at December 31, 2021 and 2020, respectively 414,000,000  
Shareholders' Equity (DEFICIT)    
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding  
Additional paid-in capital 0 23,965
Accumulated deficit (28,834,990) (5,000)
Total Shareholders' Equity (DEFICIT) (28,833,955) 20,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) 414,777,497 464,908
Common Class B [Member]    
Shareholders' Equity (DEFICIT)    
Common Stock Value [1] $ 1,035 $ 1,035
[1] As of December 31, 2020, included an aggregate of up to 1,350,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 20, 2020, the Sponsor forfeited 2,875,000 Class B ordinary shares, which the Company canceled, resulting in 8,625,000 Class B ordinary shares issued and outstanding (see Note 4). On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 8,625,000 to 10,350,000 shares (see Note 5). All share and per-share amounts have been retroactively restated for the share cancellation and capitalization.
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Balance Sheets (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2020
Nov. 20, 2020
Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share $ 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
Common Class A [Member]      
Common Stock, Par or Stated Value Per Share $ 0.0001   $ 0.0001
Common Stock, Shares Authorized 500,000,000   500,000,000
Common Stock, Shares Issued 0   41,400,000
Common Stock, Shares Outstanding 0   41,400,000
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member]      
Temporary Equity, Par or Stated Value Per Share $ 0.0001   $ 0.0001
Temporary Equity, Shares Authorized 500,000,000   500,000,000
Temporary Equity, Shares Outstanding 0   41,400,000
Common Class B [Member]      
Common Stock, Par or Stated Value Per Share $ 0.0001   $ 0.0001
Common Stock, Shares Authorized 50,000,000   50,000,000
Common Stock, Shares Issued 10,350,000 8,625,000 10,350,000
Common Stock, Shares Outstanding 10,350,000 8,625,000 10,350,000
Common stock shares subject to forfeiture     1,350,000
Common Class B [Member] | Sponsor [Member]      
Common stock shares subject to forfeiture 1,350,000    
Number of sponsor shares subject to forfeiture   2,875,000  
XML 17 R4.htm IDEA: XBRL DOCUMENT v3.22.1
Statements of Operations - USD ($)
4 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Operating and formation costs $ 5,000 $ 2,875,138
Loss from operations (5,000) (2,875,138)
Other income:    
Change in fair value of warrant liabilities 0 16,522,666
Interest earned on investments held in Trust Account 0 167,667
Total other income 0 16,690,333
Net income (loss) $ (5,000) $ 13,815,195
Common Class A [Member]    
Other income:    
Weighted average shares outstanding of Class A ordinary shares 0 39,812,055
Basic and diluted net income (loss) per share, Class A ordinary shares $ 0 $ 0.28
Weighted average shares outstanding of Class B ordinary shares   39,812,055
Diluted net income (loss) per ordinary share, Class B   $ 0.28
Common Class B [Member]    
Other income:    
Weighted average shares outstanding of Class A ordinary shares 9,000,000 10,294,521
Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.00 $ 0.28
Weighted average shares outstanding of Class B ordinary shares 9,000,000 10,294,521
Basic net income (loss) per share, Class B ordinary shares $ 0.00 $ 0.28
Weighted average shares outstanding of Class B ordinary shares 9,000,000 10,350,000
Diluted net income (loss) per ordinary share, Class B $ 0.00 $ 0.28
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.22.1
Statements of Changes In Shareholders' Equity (Deficit) - USD ($)
Total
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning balance at Sep. 01, 2020 $ 0 $ 0 $ 0 $ 0 $ 0
Beginning balance (in shares) at Sep. 01, 2020   0 0    
Issuance of Class B Ordinary Shares to Sponsor 25,000   $ 1,035 23,965  
Issuance of Class B Ordinary Shares to Sponsor (in shares)     10,350,000    
Net income (loss) (5,000)       (5,000)
Ending balance at Dec. 31, 2020 20,000 $ 0 $ 1,035 23,965 (5,000)
Ending balance (in shares) at Dec. 31, 2020   0 10,350,000    
Accretion for Class A ordinary shares subject to redemption amount (42,737,684)     (92,499) (42,645,185)
Sale of 6,853,333 Private Placement Warrants 68,534     68,534  
Net income (loss) 13,815,195       13,815,195
Ending balance at Dec. 31, 2021 $ (28,833,955) $ 0 $ 1,035 $ 0 $ (28,834,990)
Ending balance (in shares) at Dec. 31, 2021   0 10,350,000    
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Statements of Cash Flows - USD ($)
4 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Cash Flows from Operating Activities:    
Net income (loss) $ (5,000) $ 13,815,195
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 0 (16,522,666)
Transaction costs allocated to warrants 0 1,172,873
Interest earned on investments held in Trust Account 0 (167,667)
Changes in operating assets and liabilities:    
Prepaid expenses 0 (604,540)
Accounts payable and accrued expenses 0 313,901
Net cash used in operating activities 0 (1,992,904)
Cash Flows from Investing Activities:    
Investment of cash into trust Account 0 (414,000,000)
Net cash used in investing activities 0 (414,000,000)
Cash Flows from Financing Activities:    
Proceeds from sale of Units, net of underwriting discount paid 0 405,720,000
Proceeds from sale of private placement Units 0 10,280,000
Proceeds from promissory note - related party   254,148
Repayment of promissory note – related party   (146,488)
Payment of offering costs 0 (109,466)
Net cash provided by financing activities 0 415,998,194
Net Change in Cash 0 5,290
Cash – Beginning 0 0
Cash – Ending 0 5,290
Non-Cash Investing and Financing Activities:    
Offering costs included in accrued offering costs 298,420 4,183
Offering costs paid by Sponsor in exchange for issuance of founder shares 20,000  
Offering costs paid through promissory note – related party 146,488  
Accretion for Class A ordinary shares subject to redemption   42,645,185
Deferred underwriting fee payable $ 0 $ 14,490,000
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Description Of Organization and Business Operations
12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization and Business Operations

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Marlin Technology Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was incorporated 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 (a “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.
As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation and 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 proceeds derived from the Initial Public Offering and placed in the Trust Account (as defined below).
The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,853,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Marlin Technology Holdings, LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 4.
Transaction costs amounted to $23,348,557, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $578,557 of other offering costs.
Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($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”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under
Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination 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 business 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 successfully effect a Business Combination.
 
The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The
per-share
amount to be distributed to the Public Shareholders who properly redeem their 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
and, if the Company seeks shareholder approval, it obtains the approval of 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 and the Company does not decide to hold a shareholder vote for business or other legal 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 Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or
pre-initial
business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have until January 15, 2023 to consummate a Business Combination (the “Combination Period”). However, 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 100% of the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders 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 Public Shareholders and its 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 rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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 that it will be liable to the Company if and to the extent any claims by a third party (other than 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 amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or 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.
Going Concern, Liquidity and Capital Resources
As of December 31, 2021, the Company had $5,290 in its operating bank account and working capital deficit of $260,822.
The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the private placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering.
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 Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no
borrowings under the Working Capital Loans. As of November 10, 2021, the Company entered into a Working Capital Note (see Note 6).
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,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through January 15, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 15, 2023. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of January 15, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
XML 21 R8.htm IDEA: XBRL DOCUMENT v3.22.1
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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with 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 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 liabilities. Such estimates may be subject to change as more current information because 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 months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
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 ordinary shares subject to redemption upon the completion of the Initial Public Offering.
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 are classified as a liability instrument and are 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets.
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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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
   $ 414,000,000  
Less:
        
Proceeds allocated to Public Warrants
     (20,562,000
Class A ordinary shares issuance costs
     (22,175,684
Plus:
        
Accretion of carrying value to redemption value
     42,737,684  
    
 
 
 
Class A ordinary shares subject to possible redemption
   $ 414,000,000  
    
 
 
 
As of December 31, 2020, there were no Class A ordinary shares issued or outstanding.
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 share 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 Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance
 
 
with the guidance contained in ASC 815-40 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 adjusts the Warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants 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 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per 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 20,653,333
 C
lass A ordinary shares 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, except for the 1,350,000 founder shares at December 31, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes.
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
 
  
For the Period from

September 2, 2020 (inception)

through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,976,829      $ 2,838,366      $ —        $ (5,000
Denominator:
                                   
Basic weighted average
ordinary shares outstanding
     39,812,055        10,294,521        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Basic net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
 
 
  
For The Year Ended

December 31, 2021
 
  
For the Period from

September 2, 2020 (inception)
through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Diluted net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,964,688      $ 2,850,507      $ —        $ (5,000
Denominator:
                                   
Diluted weighted average
ordinary shares outstanding
     39,812,055        10,350,000        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for the warrant liabilities (see Note 9).
Recent 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
(Subtopic815-40):
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. ASU2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU
2020-06
on January 1, 2021. Adoption of the ASU did not impact the Company’s 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 22 R9.htm IDEA: XBRL DOCUMENT v3.22.1
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 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase 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 an exercise price of $11.50 per whole share (see Note 7).
XML 23 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Private Placement
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Private Placement
 
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,280,000, in a private placement. 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 7). 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.
XML 24 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions
12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
As of September 4, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 20, 2020, the Sponsor forfeited 2,875,000 Founder Shares, which the Company canceled, resulting in 8,625,000 Founder Shares issued and outstanding. On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 8,625,000 to 10,350,000 shares. All share and
per-share
amounts have been retroactively restated for the share cancellation. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,350,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the 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 January 15, 2021 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $0, respectively, in fees for these services of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets.
Promissory Note — Related Party
On September 4, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance of $146,488 was repaid on January 15, 2021, the date of the Initial Public Offering. This facility is 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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. The warrants would be identical to the Private Placement Warrants.
On November 10, 2021, the Company issued an unsecured promissory note (the “Working Capital Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000
.
The Working Capital Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. On March 29, 2022 effective as of November 10, 2021, the Company amended and restated the Working Capital Note to remove the to remove the ability of the Sponsor to convert all or a portion of such Working Capital Loans into warrants of the post-Business Combination entity at a price of $1.50 per warrant. As of December 31, 2021 and 2020, the outstanding balance was
$254,148 and $0, respectively.
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Commitments And Contingencies
12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 6 — COMMITMENTS AND CONTINGENCIES
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.
Registration and Shareholders Rights
Pursuant to a registration and shareholders rights agreement entered into on January 12, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. 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 provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 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.
XML 26 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Shareholder's Equity (Deficit)
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Shareholders' Equity (Deficit)
 
NOTE 7 — SHAREHOLDER’S EQUITY (DEFICIT)
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 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 41,400,000
Class A ordinary shares issued and outstanding, all of which are subject to possible redemption, and are presented as temporary equity. At December 31, 2020, there
were no Class A ordinary shares issued and outstanding.
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 the Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 10,350,000 Class B ordinary shares issued and outstanding.
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. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding 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 a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
XML 27 R14.htm IDEA: XBRL DOCUMENT v3.22.1
Warrants
12 Months Ended
Dec. 31, 2021
Warrants and Rights Note Disclosure [Abstract]  
Warrants
NOTE 8 — WARRANTS
Warrants
 — As of December 31, 2021, there were 13,800,000 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 shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company 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.
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it 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 if 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 the Company will use its commercially reasonable 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 day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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 the Company will use its
commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption
of warrants when the price per
Class
 A
ordinary share equals or exceeds $18.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described 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 any 20 trading days within
a
 
30-tradingday
period ending three trading days before the Company sends the notice of redemption to the warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it 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 equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the
30-trading
day period ending three trading days before the Company sends the notice of redemption of 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will
 
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price 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 6,853,333 Private Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or 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,
except 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.
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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 an assessment of the assumptions that market participants would use in pricing the asset or liability.
The Company classifies its U.S. Treasury and equivalent securities as
held-to-maturity
in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
 
At December 31
, 2021, assets held in the Trust Account were comprised of
 $648 in cash and $414,167,019 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. At December 31, 2020, there were no assets held in the Trust Account.
The following
table presents information about the Company’s assets 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. The gross holding gains and fair value of
held-to-maturity
securities at December 31, 2021, are as follows:
 
    
Held-To-Maturity
    
Level
    
Amortized
Cost
    
Gross
Holding
Gain
    
Fair Value
 
December 31, 2021
     U.S. Treasury Securities        1      $ 414,167,019      $ 8,555      $ 414,175,574  
             
 
 
    
 
 
    
 
 
    
 
 
 
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:

 
 
  
Level
 
  
December 31,

2021
 
Liabilities:
                 
Warrant Liabilities – Public Warrants
     1      $ 9,522,000  
Warrant Liabilities – Private Placement Warrants
     2      $ 4,728,800  
There were no liabilities measured at a fair value on a recurring basis at December 31, 2020. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. The Public Warrants are valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.
The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.
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 January 15, 2021
     10,211,466        20,562,000        30,773,466  
Change in valuation inputs or other assumptions
     (5,208,533      (10,488,000      (15,696,533
Transfer to Level 1
     —          (10,074,000      (10,074,000
Transfer to Level 2
     (5,002,933      —          (5,002,933
    
 
 
    
 
 
    
 
 
 
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 transferred from a Level 3 fair value measurement to a Level 1 fair value measurement during the three months ended March 31, 2021, was approximately $10.1 
million when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement during the three months ended March 31, 2021 was
$5 million.
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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. Other than items noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Subsequent to December 
31
,
2021
, the Company borrowed an additional $
212,588
from the available Working Capital Note as described in Note
5
.
As of March 15, 2022, the Working Capital Note aggregate outstanding principal balance i
s $
466,736
.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
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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 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
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 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 liabilities. Such estimates may be subject to change as more current information because 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 months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020.
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 ordinary shares subject to redemption upon the completion of the Initial Public Offering.
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 are classified as a liability instrument and are 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets.
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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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
   $ 414,000,000  
Less:
        
Proceeds allocated to Public Warrants
     (20,562,000
Class A ordinary shares issuance costs
     (22,175,684
Plus:
        
Accretion of carrying value to redemption value
     42,737,684  
    
 
 
 
Class A ordinary shares subject to possible redemption
   $ 414,000,000  
    
 
 
 
As of December 31, 2020, there were no Class A ordinary shares issued or outstanding.
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 share 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 Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance
 
with the guidance contained in ASC 815-40 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 adjusts the Warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants 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 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income (Loss) per Ordinary 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. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per 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 20,653,333
 C
lass A ordinary shares 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, except for the 1,350,000 founder shares at December 31, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes.
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
 
  
For the Period from

September 2, 2020 (inception)

through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,976,829      $ 2,838,366      $ —        $ (5,000
Denominator:
                                   
Basic weighted average
ordinary shares outstanding
     39,812,055        10,294,521        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Basic net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
 
 
  
For The Year Ended

December 31, 2021
 
  
For the Period from

September 2, 2020 (inception)
through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Diluted net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,964,688      $ 2,850,507      $ —        $ (5,000
Denominator:
                                   
Diluted weighted average
ordinary shares outstanding
     39,812,055        10,350,000        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for the warrant liabilities (see Note 9).
Recent Accounting Standards
Recent 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
(Subtopic815-40):
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. ASU2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU
2020-06
on January 1, 2021. Adoption of the ASU did not impact the Company’s 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 31 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled
At December 31, 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Gross proceeds
   $ 414,000,000  
Less:
        
Proceeds allocated to Public Warrants
     (20,562,000
Class A ordinary shares issuance costs
     (22,175,684
Plus:
        
Accretion of carrying value to redemption value
     42,737,684  
    
 
 
 
Class A ordinary shares subject to possible redemption
   $ 414,000,000  
    
 
 
 
Summary of Basic and Diluted Loss Per 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
 
  
For the Period from

September 2, 2020 (inception)

through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,976,829      $ 2,838,366      $ —        $ (5,000
Denominator:
                                   
Basic weighted average
ordinary shares outstanding
     39,812,055        10,294,521        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Basic net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
 
 
  
For The Year Ended

December 31, 2021
 
  
For the Period from

September 2, 2020 (inception)
through

December 31, 2020
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Diluted net income (loss) per ordinary share
                                   
Numerator:
                                   
Allocation of net income (loss), as adjusted
   $ 10,964,688      $ 2,850,507      $ —        $ (5,000
Denominator:
                                   
Diluted weighted average
ordinary shares outstanding
     39,812,055        10,350,000        —          9,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted net income (loss) per ordinary share
   $ 0.28      $ 0.28      $ —        $ (0.00
XML 32 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Summary of gross holding gains and fair value of held-to-maturity securities
The following
table presents information about the Company’s assets 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. The gross holding gains and fair value of
held-to-maturity
securities at December 31, 2021, are as follows:
 
    
Held-To-Maturity
    
Level
    
Amortized
Cost
    
Gross
Holding
Gain
    
Fair Value
 
December 31, 2021
     U.S. Treasury Securities        1      $ 414,167,019      $ 8,555      $ 414,175,574  
             
 
 
    
 
 
    
 
 
    
 
 
 
Summary of fair value liabilities
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:

 
 
  
Level
 
  
December 31,

2021
 
Liabilities:
                 
Warrant Liabilities – Public Warrants
     1      $ 9,522,000  
Warrant Liabilities – Private Placement Warrants
     2      $ 4,728,800  
Summary of changes 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 January 15, 2021
     10,211,466        20,562,000        30,773,466  
Change in valuation inputs or other assumptions
     (5,208,533      (10,488,000      (15,696,533
Transfer to Level 1
     —          (10,074,000      (10,074,000
Transfer to Level 2
     (5,002,933      —          (5,002,933
    
 
 
    
 
 
    
 
 
 
Fair value as of December 31, 2021
   $ —        $ —        $ —    
    
 
 
    
 
 
    
 
 
 
XML 33 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Description Of Organization and Business Operations - Additional Information (Detail) - USD ($)
4 Months Ended 12 Months Ended
Nov. 10, 2021
Jan. 15, 2021
Sep. 04, 2020
Dec. 31, 2020
Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Entity Incorporation, Date of Incorporation         Sep. 02, 2020
Proceeds From Issuance Of IPO       $ 0 $ 405,720,000
Restricted Investments Term         185 days
Share price         $ 10.00
Minimum networth to effect business combination         $ 5,000,001
Dissolution Expense         100,000
Working capital deficit         260,822
Cash         5,290
Working Capital Loans [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Borrowings       $ 0 $ 0
Minimum [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes         80.00%
Equity metohd investment ownership percentage         50.00%
Percentage of public shares         15.00%
Per share amount in the trust account for distribution to the public shareholders         $ 10.00
Sponsor [Member] | Working Capital Loans [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Debt Conversion, Converted Instrument, Amount $ 1,500,000   $ 1,500,000    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1.50        
Sponsor [Member] | Private Placement Warrants [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Class Of Warrants and Rights Issued During the Period         6,853,333
Class Of Warrants and Rights Issued Price Per Warrant         $ 1.50
Proceeds from issuance of warrants         $ 10,280,000
IPO [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Stock issuance costs         23,348,557
Payments for Underwriting Expense         8,280,000
Deferred underwriting Discount         14,490,000
Other Offering Costs         $ 578,557
Maximum Percentage Of Shares Redeemed On Non Completion Of Business Combination         100.00%
Common Class A [Member] | IPO [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Stock Issued During Period, Shares, New Issues   41,400,000     41,400,000
Shares Issued Price Per Share   $ 10.00     $ 10.00
Proceeds From Issuance Of IPO   $ 414,000,000      
Common Class A [Member] | Over-Allotment Option [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Stock Issued During Period, Shares, New Issues   5,400,000     5,400,000
Shares Issued Price Per Share   $ 10.00      
Proceeds From Issuance Of IPO   $ 414,000,000      
Common Class B [Member] | Sponsor [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Stock issued during the period value issued for services     $ 25,000   $ 25,000
XML 34 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
4 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Jan. 12, 2021
Nov. 20, 2020
Cash equivalents $ 0 $ 0    
Unrecognized Tax Benefits 0 0    
Accrued for interest and penalties 0 0    
Income Tax Expense Benefit $ 0 0    
FDIC Insured Amount   $ 250,000    
Common Class A [Member]        
Warrants exercisable   20,653,333    
Common Stock, Shares Issued 0 41,400,000    
Common Stock, Shares Outstanding 0 41,400,000    
Common Class B [Member]        
Common Stock, Shares Issued 10,350,000 10,350,000   8,625,000
Common Stock, Shares Outstanding 10,350,000 10,350,000 10,350,000 8,625,000
Common stock shares subject to forfeiture   1,350,000    
XML 35 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Share (Detail) - USD ($)
4 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Common Class A [Member]    
Numerator:    
Allocation of net income, as adjusted   $ 10,976,829
Denominator:    
Basic weighted average ordinary shares outstanding 0 39,812,055
Basic and diluted net income (loss) per ordinary share $ 0 $ 0.28
Numerator:    
Allocation of net income (loss), as adjusted   $ 10,964,688
Denominator:    
Diluted weighted average ordinary shares outstanding   39,812,055
Diluted net income (loss) per ordinary share   $ 0.28
Common Class B [Member]    
Numerator:    
Allocation of net income, as adjusted $ (5,000) $ 2,838,366
Denominator:    
Basic weighted average ordinary shares outstanding 9,000,000 10,294,521
Basic and diluted net income (loss) per ordinary share $ 0.00 $ 0.28
Numerator:    
Allocation of net income (loss), as adjusted $ (5,000) $ 2,850,507
Denominator:    
Diluted weighted average ordinary shares outstanding 9,000,000 10,350,000
Diluted net income (loss) per ordinary share $ 0.00 $ 0.28
XML 36 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled (Detail)
12 Months Ended
Dec. 31, 2021
USD ($)
Accounting Policies [Abstract]  
Gross proceeds $ 414,000,000
Proceeds allocated to Public Warrants (20,562,000)
Class A ordinary shares issuance costs (22,175,684)
Accretion of carrying value to redemption value 42,737,684
Class A ordinary shares subject to possible redemption $ 414,000,000
XML 37 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Initial Public Offering - Additional Information (Detail) - Common Class A [Member] - $ / shares
12 Months Ended
Jan. 15, 2021
Dec. 31, 2021
IPO [Member]    
Equity [Line Items]    
Stock Issued During Period, Shares, New Issues 41,400,000 41,400,000
Shares Issued Price Per Share $ 10.00 $ 10.00
Over-Allotment Option [Member]    
Equity [Line Items]    
Stock Issued During Period, Shares, New Issues 5,400,000 5,400,000
Shares Issued Price Per Share $ 10.00  
Public Warrants [Member]    
Equity [Line Items]    
Exercise price of warrant   $ 11.50
XML 38 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Private Placement - Additional Information (Detail)
12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Public Warrants [Member] | Common Class A [Member]  
Stockholders Equity Note [Line Items]  
Exercise price of warrant $ 11.50
Sponsor [Member] | Private Placement Warrants [Member]  
Stockholders Equity Note [Line Items]  
Class Of Warrants and Rights Issued During the Period | shares 6,853,333
Class Of Warrants and Rights Issued, Price Per Warrant $ 1.50
Proceeds from issuance of warrants | $ $ 10,280,000
XML 39 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions - Additional Information (Detail) - USD ($)
4 Months Ended 12 Months Ended
Nov. 10, 2021
Jan. 15, 2021
Nov. 20, 2020
Sep. 04, 2020
Dec. 31, 2020
Dec. 31, 2021
Jan. 12, 2021
Related Party Transaction [Line Items]              
Share price           $ 10.00  
Repayment of promissory note to related party           $ 146,488  
Working Capital Loans [Member]              
Related Party Transaction [Line Items]              
Promissory note face amount         $ 0 0  
Sponsor [Member] | Administrative Services Agreement [Member]              
Related Party Transaction [Line Items]              
Related Party Transaction, Amounts of Transaction             $ 10,000
Sponsor [Member] | Administrative Services Agreement [Member] | Accounts Payable and Accrued Liabilities [Member]              
Related Party Transaction [Line Items]              
Related Party Administrative Services Agreement payable         0 120,000  
Sponsor [Member] | Promissory Note [Member]              
Related Party Transaction [Line Items]              
Promissory note face amount       $ 300,000      
Repayment of promissory note to related party   $ 146,488          
Sponsor [Member] | Working Capital Loans [Member]              
Related Party Transaction [Line Items]              
Working capital loans convertible into equity warrants value $ 1,500,000     $ 1,500,000      
Debt Instrument, Convertible, Conversion Price $ 1.50     $ 1.50      
Working Capital Loans         $ 0 $ 254,148  
Sponsor [Member] | After Completion Of Business Combination [Member]              
Related Party Transaction [Line Items]              
Lock in period of founder shares       1 year      
Common Class A [Member]              
Related Party Transaction [Line Items]              
Common Stock, Shares Issued         0 41,400,000  
Common Stock, Shares Outstanding         0 41,400,000  
Common Class A [Member] | Sponsor [Member] | After Completion Of Business Combination [Member]              
Related Party Transaction [Line Items]              
Share price       $ 12.00      
Common Stock Transfers Threshold Trading Days       20 days      
Common Stock Transfers Threshold Consecutive Trading Days       30 days      
Period from business combination for which closing price of share is considered           150 days  
Common Class B [Member]              
Related Party Transaction [Line Items]              
Common Stock, Shares Issued     8,625,000   10,350,000 10,350,000  
Common Stock, Shares Outstanding     8,625,000   10,350,000 10,350,000 10,350,000
Common Class B [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]              
Related Party Transaction [Line Items]              
Common Stock, Shares Outstanding     8,625,000        
Common Class B [Member] | Sponsor [Member]              
Related Party Transaction [Line Items]              
Stock issued during the period value issued for services       $ 25,000   $ 25,000  
Stock issued during the period shares issued for services       11,500,000      
Number of sponser shares subject to forfeiture     2,875,000        
Common stock not subject to forfeiture           1,350,000  
XML 40 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies- Additional Information (Detail) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Other Commitments [Line Items]    
Deferred underwriting fee payable $ 14,490,000 $ 0
Underwriting Agreement [Member]    
Other Commitments [Line Items]    
Deferred underwriting fee payable Per Unit $ 0.35  
Deferred underwriting fee payable $ 14,490,000  
XML 41 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Shareholder's Equity (Deficit) - Additional Information (Detail) - $ / shares
4 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Jan. 12, 2021
Nov. 20, 2020
Class of Stock [Line Items]        
Preferred Stock, Par or Stated Value Per Share $ 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    
Common Class A [Member]        
Class of Stock [Line Items]        
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001    
Common Stock, Shares Authorized 500,000,000 500,000,000    
Common Stock, Shares Issued 0 41,400,000    
Common Stock, Shares Outstanding 0 41,400,000    
Threshold percentage on conversion of common stock   20.00%    
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member]        
Class of Stock [Line Items]        
Common stock conversion ratio from Class B to Class A   one-to-one    
Common Class B [Member]        
Class of Stock [Line Items]        
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001    
Common Stock, Shares Authorized 50,000,000 50,000,000    
Common stock shares voting rights one vote one vote    
Common Stock, Shares Issued 10,350,000 10,350,000   8,625,000
Common Stock, Shares Outstanding 10,350,000 10,350,000 10,350,000 8,625,000
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Dec. 31, 2021
Dec. 31, 2020
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Class of Warrant or Right [Line Items]    
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Percentage Of Aggregate Gross Proceeds From Business Combination Over Total Equity Proceeds 60.00%  
Number of trading days for determining volume weighted average share price 20 days  
Volume weighted average share price $ 9.20  
Percentage of Exercise price of warrants over newly issued share price 180.00%  
Public Warrants [Member]    
Class of Warrant or Right [Line Items]    
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Class of warrants or rights period within which registration shall be effective 60 days  
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Class of Warrant or Right [Line Items]    
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Class of Warrant or Right [Line Items]    
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Class of Warrant or Right [Line Items]    
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Class of Warrant or Right Redemption Threshold Consecutive Trading Days 30 days  
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Class of Warrant or Right [Line Items]    
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Class of Warrant or Right Redemption Threshold Consecutive Trading Days 30 days  
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Class of warrants redemption notice period 30 days  
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Class of Warrant or Right [Line Items]    
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Warrants and rights outstanding term 5 years  
Public Warrants [Member] | After Closing Of IPO [Member]    
Class of Warrant or Right [Line Items]    
Class Of warrants Or rights period after which exercisable 1 year  
Private Placement Warrants [Member]    
Class of Warrant or Right [Line Items]    
Warrants outstanding 6,853,333  
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Class of Warrant or Right [Line Items]    
Share Redemption Trigger Price $ 18.00  
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Private Placement Warrants [Member] | After Closing Of Business Combination [Member]    
Class of Warrant or Right [Line Items]    
Class Of warrants Or rights period after which exercisable 30 days  
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Fair Value Measurements - Additional Information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held in the trust account $ 0 $ 414,167,667
Proceed from interest received   0
Warrant Liabilities measured at a fair value on a recurring basis 0  
Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value transfers from level 3 to level 2 $ 5,000,000  
Cash [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held in the trust account   648
U.S. Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held in the trust account   414,167,019
Level 1 [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value of the public warrants transferred to level 1   $ 10,100,000
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12 Months Ended
Dec. 31, 2021
USD ($)
Schedule of Held-to-maturity Securities [Line Items]  
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Gross Holding Gain 8,555
Fair Value $ 414,175,574
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Fair Value Measurements - Summary of Fair Value Liabilities (Detail) - Fair Value, Recurring [Member]
Dec. 31, 2021
USD ($)
Public Warrants [Member] | Level 1 [Member]  
Liabilities, Fair Value Disclosure [Abstract]  
Warrant Liabilities $ 9,522,000
Private Placement Warrants [Member] | Level 2 [Member]  
Liabilities, Fair Value Disclosure [Abstract]  
Warrant Liabilities $ 4,728,800
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Fair Value Measurements - Summary of Changes in the Fair Value of Warrant Liabilities (Detail) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2021
Private Placement Warrants [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Transfer to Level 2 $ 5,000,000  
Level 3 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair value as of January 1, 2021   $ 0
Initial measurement on January 15, 2021   30,773,466
Change in valuation inputs or other assumptions   (15,696,533)
Transfer to Level 1   (10,074,000)
Transfer to Level 2   (5,002,933)
Fair value as of December 31, 2021 0 0
Level 3 [Member] | Private Placement Warrants [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair value as of January 1, 2021   0
Initial measurement on January 15, 2021   10,211,466
Change in valuation inputs or other assumptions   (5,208,533)
Transfer to Level 1   0
Transfer to Level 2   (5,002,933)
Fair value as of December 31, 2021 0 0
Level 3 [Member] | Public Warrants [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair value as of January 1, 2021   0
Initial measurement on January 15, 2021   20,562,000
Change in valuation inputs or other assumptions   (10,488,000)
Transfer to Level 1   (10,074,000)
Transfer to Level 2   0
Fair value as of December 31, 2021 $ 0 $ 0
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Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($)
Jan. 01, 2022
Mar. 15, 2022
Subsequent Event [Line Items]    
Proceeds from Lines of Credit $ 212,588  
Long-term Line of Credit   $ 466,736
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shares included as part of the units FINM NASDAQ Redeemable warrants included as part of the units FINMW NASDAQ No No Yes Yes Non-accelerated Filer true true false false true 400752000 41400000 10350000 WithumSmith+Brown New York, New York 100 5290 604540 609830 464908 414167667 0 414777497 464908 616504 0 0 298420 254148 146488 870652 444908 14250800 14490000 29611452 444908 0.0001 0.0001 500000000 500000000 41400000 0 414000000 0.0001 0.0001 5000000 5000000 0 0 0 0 0.0001 0.0001 50000000 50000000 10350000 10350000 10350000 10350000 1035 1035 0 23965 -28834990 -5000 -28833955 20000 414777497 464908 1350000 2875000 8625000 8625000 10350000 2875138 5000 -2875138 -5000 -16522666 0 167667 0 16690333 0 13815195 -5000 39812055 0 0.28 0 10294521 9000000 0.28 0.00 10350000 9000000 0.28 0.00 0 0 0 0 0 0 0 10350000 1035 23965 25000 -5000 -5000 0 0 10350000 1035 23965 -5000 20000 92499 42645185 42737684 68534 68534 13815195 13815195 0 0 10350000 1035 0 -28834990 -28833955 13815195 -5000 5000 -16522666 0 -1172873 0 167667 0 604540 0 313901 0 -1992904 0 414000000 0 -414000000 0 405720000 0 10280000 0 254148 146488 109466 0 415998194 0 5290 0 0 0 5290 0 4183 298420 20000 146488 42645185 14490000 0 <div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><br/></div> <div id="fin334518_6" 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-weight:bold;display:inline;"><div id="tx334518_600" style="letter-spacing: 0px; top: 0px;;display:inline;"/>NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS </div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;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="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Marlin Technology Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was incorporated 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 (a “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;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation and 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 proceeds derived from the Initial Public Offering and placed in the Trust Account (as defined below). </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 registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 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 6,853,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Marlin Technology Holdings, LLC (the “Sponsor”), generating gross proceeds of $10,280,000, 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;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Transaction costs amounted to $23,348,557, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $578,557 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;">Following the closing of the Initial Public Offering on January 15, 2021, an amount of $414,000,000 ($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”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Rule 2a-7</div> of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, 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;">The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination 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 business 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 successfully effect a Business Combination. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><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> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> amount to be distributed to the Public Shareholders who properly redeem their 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="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 proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 </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;">and, if the Company seeks shareholder approval, it obtains the approval of 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 and the Company does not decide to hold a shareholder vote for business or other legal 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 Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. </div></div></div> <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: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Company’s prior written consent. </div></div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">pre-initial</div> business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. </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 January 15, 2023 to consummate a Business Combination (the “Combination Period”). However, 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 100% of 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 and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders 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 Public Shareholders and its 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: 0pt; 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 Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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). </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;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than 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 amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or 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 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;">Going Concern, Liquidity and Capital Resources </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;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Company had $5,290 in its operating bank account and working capital deficit of $260,822. </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 liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the private placement not held in the Trust Account. The Company repaid the Note in full upon consummation of the Initial Public Offering. </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;;display:inline;">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</div> $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. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020, the Company had no </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;">borrowings under the Working Capital Loans. As of November 10, 2021, the Company entered into a Working Capital Note (see Note 6).</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;">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,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through January 15, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 15, 2023. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of January 15, 2023. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. </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;">If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. </div></div></div> 2020-09-02 41400000 5400000 10.00 414000000 6853333 1.50 10280000 23348557 8280000 14490000 578557 414000000 10.00 P185D 0.80 0.50 10.00 5000001 0.15 1 100000 10.00 10.00 5290 260822 25000 1500000 1.50 0 0 <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: 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 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES </div></div></div><br/></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="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;"/></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-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> <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-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.</div></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;">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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. </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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. </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 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 liabilities. Such estimates may be subject to change as more current information because 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: 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-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Cash <div style="letter-spacing: 0px; top: 0px;;display:inline;">Equivalents</div> </div></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 three 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;">Offering Costs </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;">Offering costs consisted of legal, accounting and <div style="letter-spacing: 0px; top: 0px;;display:inline;">other </div>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 ordinary shares subject to redemption upon the completion of the Initial Public Offering. </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;">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 <div style="letter-spacing: 0px; top: 0px;;display:inline;">shares </div>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 are classified as a liability instrument and are 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets. </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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; margin-left: 4%;"><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;">414,000,000</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;">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;">(20,562,000</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: 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;">(22,175,684</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;">42,737,684</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;">414,000,000</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: 6pt; margin-bottom: 0pt; margin-left: 4%; 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;">As of December 31, 2020, there were no Class A ordinary shares issued or outstanding. </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;">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;"><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 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 share 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 Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance </div></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-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="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;">with the guidance contained in ASC 815-40 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 adjusts the Warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. </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;">Income Taxes </div></div></div></div> <div style="text-indent: 9%; 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. </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 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 periods presented. 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-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;">Net Income (Loss) Per Ordinary Share </div></div></div></div> <div style="text-indent: 9%; 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 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. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. </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 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 </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">purchase 20,653,333</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 style="letter-spacing: 0px; top: 0px;;display:inline;"> C</div>lass A ordinary shares 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, except for the 1,350,000 founder shares at December 31, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes. </div></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: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; margin-left: 4%;"><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><br/></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: 92%; 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: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <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;"><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="6" 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 Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</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="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;;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 from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 2, 2020 (inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</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: 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;">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;">Class B</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;">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;">Class B</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;">Basic net income (loss) 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 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> <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;">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> <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: 3em; 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 (loss), 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;">10,976,829</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,838,366</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <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> <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: 3em; 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 <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">ordinary shares outstanding</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;">39,812,055</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;">10,294,521</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> <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;">9,000,000</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> <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> <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> <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;"> <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 (loss) per ordinary share</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;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </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;">(0.00</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table> <div style="clear: both; max-height: 0pt; text-indent: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; 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: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <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;"><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="6" 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 Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</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="6" 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 from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 2, 2020 (inception)<br/>through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</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: 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;">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;">Class B</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;">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;">Class B</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;">Diluted net income (loss) 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 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> <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;">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> <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: 3em; 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 (loss), 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;">10,964,688</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,850,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <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> <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: 3em; 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 <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">ordinary shares outstanding</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;">39,812,055</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;">10,350,000</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> <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;">9,000,000</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> <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> <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> <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;"> <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 (loss) per ordinary share</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;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </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;">(0.00</td> <td style="vertical-align: bottom; white-space: nowrap;">) </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;">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="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <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-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,” approximates 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> <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;">Recent 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(Subtopic815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(“ASU 2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">areas. ASU2020-06</div> is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> on January 1, 2021. Adoption of the ASU did not impact the Company’s 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="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;"/></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-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> <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-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.</div></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;">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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. </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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. </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 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 liabilities. Such estimates may be subject to change as more current information because 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: 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-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Cash <div style="letter-spacing: 0px; top: 0px;;display:inline;">Equivalents</div> </div></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 three 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> 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;">Offering Costs </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;">Offering costs consisted of legal, accounting and <div style="letter-spacing: 0px; top: 0px;;display:inline;">other </div>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 ordinary shares subject to redemption upon the completion of the Initial Public Offering. </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;">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 <div style="letter-spacing: 0px; top: 0px;;display:inline;">shares </div>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 are classified as a liability instrument and are 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets. </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. This method would view the end of the reporting period as if it were also the redemption date for the security. 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="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; margin-left: 4%;"><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;">414,000,000</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;">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;">(20,562,000</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: 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;">(22,175,684</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;">42,737,684</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;">414,000,000</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: 6pt; margin-bottom: 0pt; margin-left: 4%; 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;">As of December 31, 2020, there were no Class A ordinary shares issued or outstanding. </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; margin-left: 4%;"><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;">414,000,000</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;">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;">(20,562,000</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: 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;">(22,175,684</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;">42,737,684</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;">414,000,000</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> 414000000 20562000 22175684 42737684 414000000 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;">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;"><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 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 share 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 Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance </div></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-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="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;">with the guidance contained in ASC 815-40 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 adjusts the Warrants to fair value at each reporting period. This liability is subject tore-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. </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;">Income Taxes </div></div></div></div> <div style="text-indent: 9%; 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. </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 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 periods presented. 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> 0 0 0 0 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;">Net Income (Loss) Per Ordinary Share </div></div></div></div> <div style="text-indent: 9%; 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 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. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. </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 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 </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">purchase 20,653,333</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 style="letter-spacing: 0px; top: 0px;;display:inline;"> C</div>lass A ordinary shares 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, except for the 1,350,000 founder shares at December 31, 2021 which are no longer subject to forfeiture and thus included for dilutive purposes. </div></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: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; margin-left: 4%;"><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><br/></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: 92%; 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: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <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;"><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="6" 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 Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</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="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;;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 from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 2, 2020 (inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</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: 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;">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;">Class B</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;">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;">Class B</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;">Basic net income (loss) 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 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> <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;">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> <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: 3em; 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 (loss), 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;">10,976,829</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,838,366</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <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> <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: 3em; 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 <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">ordinary shares outstanding</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;">39,812,055</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;">10,294,521</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> <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;">9,000,000</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> <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> <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> <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;"> <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 (loss) per ordinary share</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;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </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;">(0.00</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table> <div style="clear: both; max-height: 0pt; text-indent: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; 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: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <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;"><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="6" 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 Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</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="6" 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 from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 2, 2020 (inception)<br/>through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</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: 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;">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;">Class B</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;">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;">Class B</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;">Diluted net income (loss) 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 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> <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;">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> <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: 3em; 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 (loss), 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;">10,964,688</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,850,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <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> <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: 3em; 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 <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">ordinary shares outstanding</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;">39,812,055</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;">10,350,000</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> <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;">9,000,000</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> <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> <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> <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;"> <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 (loss) per ordinary share</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;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </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;">(0.00</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table> 20653333 1350000 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; margin-left: 4%;"><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><br/></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: 92%; 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: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <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;"><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="6" 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 Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</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="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid; white-space: nowrap;;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 from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 2, 2020 (inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</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: 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;">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;">Class B</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;">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;">Class B</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;">Basic net income (loss) 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 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> <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;">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> <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: 3em; 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 (loss), 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;">10,976,829</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,838,366</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <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> <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: 3em; 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 <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">ordinary shares outstanding</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;">39,812,055</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;">10,294,521</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> <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;">9,000,000</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> <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> <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> <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;"> <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 (loss) per ordinary share</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;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </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;">(0.00</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table> <div style="clear: both; max-height: 0pt; text-indent: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; 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: 59%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <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;"><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="6" 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 Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</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="6" 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 from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 2, 2020 (inception)<br/>through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2020</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: 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;">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;">Class B</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;">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;">Class B</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;">Diluted net income (loss) 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 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> <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;">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> <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: 3em; 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 (loss), 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;">10,964,688</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,850,507</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <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> <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: 3em; 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 <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">ordinary shares outstanding</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;">39,812,055</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;">10,350,000</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> <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;">9,000,000</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> <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> <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> <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;"> <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 (loss) per ordinary share</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;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.28</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </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;">(0.00</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table> 10976829 2838366 -5000 39812055 10294521 9000000 0.28 0.28 0.00 10964688 2850507 -5000 39812055 10350000 9000000 0.28 0.28 0.00 <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;">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="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <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-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,” approximates 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> <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;">Recent 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(Subtopic815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">(“ASU 2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">ASU 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">areas. ASU2020-06</div> is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> on January 1, 2021. Adoption of the ASU did not impact the Company’s 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 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase 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 an exercise price of $11.50 per whole share (see Note 7). </div> 41400000 5400000 10.00 11.50 <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></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-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 Sponsor purchased an aggregate of 6,853,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $10,280,000, in a private placement. 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 7). 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> 6853333 1.50 10280000 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: 9%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">As of September 4, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 20, 2020, the Sponsor forfeited 2,875,000 Founder Shares, which the Company canceled, resulting in 8,625,000 Founder Shares issued and outstanding. On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 8,625,000 to 10,350,000 shares. All share and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> amounts have been retroactively restated for the share cancellation. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 1,350,000 Founder Shares are no longer subject to forfeiture. </div> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">sub-divisions,</div> share dividends, rights issuances, 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 a 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 Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. </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;">Administrative Services Agreement </div></div></div></div> <div style="text-indent: 9%; 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 January 15, 2021 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the year ended December 31, 2021 and for the period from September 2, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $0, respectively, in fees for these services of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets. </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 September 4, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-interest</div> bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance of $146,488 was repaid on January 15, 2021, the date of the Initial Public Offering. This facility is no longer available. </div> <div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><br/></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;">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;"><div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to</div> $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. The warrants would be identical to the Private Placement Warrants. </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;">On November 10, 2021, the Company issued an unsecured promissory note (the “Working Capital Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000</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;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Working Capital Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. On March 29, 2022 effective as of November 10, 2021, the Company amended and restated the Working Capital Note to remove the to remove the ability of the Sponsor to convert all or a portion of such Working Capital Loans into warrants of the post-Business Combination entity at a price of $1.50 per warrant. As of December 31, 2021 and 2020, the outstanding balance was </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;">$254,148 and $0, respectively. </div></div> 25000 11500000 2875000 8625000 8625000 8625000 10350000 1350000 P1Y 12.00 P20D P30D P150D 10000 120000 0 300000 146488 1500000 1.50 1500000 1.50 254148 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 AND CONTINGENCIES </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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. </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 and Shareholders 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;">Pursuant to a registration and shareholders rights agreement entered into on January 12, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. 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 provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our 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;"><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 $14,490,000 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> 0.35 14490000 <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></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-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 — SHAREHOLDER’S EQUITY (DEFICIT) </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 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 41,400,000 <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;">Class A ordinary shares issued and outstanding, all of which are subject to possible redemption, and are presented as temporary equity. At December 31, 2020, there </div></div>were no Class A ordinary shares issued and 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;"> 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 the Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 10,350,000 Class B ordinary shares issued and outstanding. </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. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">as-converted</div> basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding 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 a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than <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-to-one.</div></div> </div> 5000000 5000000 0.0001 0.0001 0 0 0 0 500000000 500000000 0.0001 0.0001 41400000 41400000 0 0 50000000 50000000 0.0001 0.0001 one vote one vote 10350000 10350000 10350000 10350000 0.20 one-to-one <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 — WARRANTS </div></div></div> <div style="text-indent: 9%; 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;">Warrants</div></div></div></div> — As of December 31, 2021, there were 13,800,000 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 shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. </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 warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company 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. </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 20 business days, after the closing of a Business Combination, it 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 </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;">in the warrant agreement; provided that if 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 the Company will use its commercially reasonable 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 day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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 the Company will use its <div style="letter-spacing: 0px; top: 0px;;display:inline;">commercially </div>reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. </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-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Redemption</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;"> of warrants when the price per </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;">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</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;"> ordinary share equals or exceeds $18.00.</div></div></div></div> Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): </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 any 20 trading days within <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">a<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div>30-tradingday</div> 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;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. </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-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Redemption</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;"> of warrants when the price per </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;">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</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;"> ordinary share equals or exceeds $10.00</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">.</div></div> Once the warrants become exercisable, the Company may redeem the outstanding warrants: </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 $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 equal or exceeds $10.00 per public share (as adjusted) 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 sends the notice of redemption of 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. </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;">If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="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 be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. </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;">In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price 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;"><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;">As of </div></div>December 31, 2021, there were 6,853,333 Private Placement Warrants outstanding. As of December 31, 2020, there were no Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or 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> except 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> 13800000 0 P30D P1Y P5Y P20D P60D 0.01 P30D 18.00 P20D P30D 0.10 P30D 10.00 P20D P30D P20D P30D 18.00 9.20 0.60 P20D 9.20 1.15 18.00 1.80 10.00 6853333 P30D <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 9 — FAIR VALUE MEASUREMENTS </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <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;">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 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="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: 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;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Level 1:</div></td> <td style="vertical-align: bottom;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td style="vertical-align: top;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">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.</div></td> </tr> <tr style="font-size: 1pt;"> <td style="height: 6pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"/></td> <td colspan="2" style="height: 6pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"/></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Level 2:</div></td> <td style="vertical-align: bottom;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td style="vertical-align: top;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">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.</div></td> </tr> <tr style="font-size: 1pt;"> <td style="height: 6pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"/></td> <td colspan="2" style="height: 6pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"/></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Level 3:</div></td> <td style="vertical-align: bottom;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td style="vertical-align: top;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.</div></td> </tr> </table> <div style="clear: both; max-height: 0pt; text-indent: 0px;"/> <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;">The Company classifies its U.S. Treasury and equivalent securities as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.” <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> securities are those securities which the Company has the ability and intent to hold until maturity. <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. </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: 6pt; padding-top: 0pt; padding-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; text-indent: 0px;;display:inline;">At December 31</div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">, 2021, assets held in the Trust Account were comprised of</div></div> $648 in cash and $414,167,019 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. At December 31, 2020, there were no assets held in the Trust Account.</div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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 </div></div>table presents information about the Company’s assets 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. The gross holding gains and fair value of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> securities at December 31, 2021, are as follows: </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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: 8pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-To-Maturity</div></div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;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;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Amortized</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Cost</div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Holding</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Gain</div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value</div></div></td> <td style="vertical-align: bottom;"> </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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">December 31, 2021</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;">U.S. Treasury Securities</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;">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;">414,167,019</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,555</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">414,175,574</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; 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;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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 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><br/></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 6pt; text-indent: 0px; padding-top: 0pt; padding-bottom: 0pt;"><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: 84%; 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: 82%;"/> <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;"><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;">Level</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;">December 31,</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,522,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liabilities – Private Placement Warrants</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,728,800</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr></table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/><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: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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;">There were no liabilities measured at a fair value on a recurring basis at December 31, 2020. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liabilities in the statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology. The Public Warrants are valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. </div></div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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 Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the binomial lattice methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of our ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. </div></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; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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: 6pt; text-indent: 0px; padding-top: 0pt; padding-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 60%;"/> <td style="width: 11%; 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;"> </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;">Private</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Placement</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;">Public</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;">Warrant</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Liabilities</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</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;">  </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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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 January 15, 2021</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;">10,211,466</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;">20,562,000</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;">30,773,466</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation inputs or other assumptions</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;">(5,208,533</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;">(10,488,000</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;">(15,696,533</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">  </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;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(10,074,000</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;">(10,074,000</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;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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 2</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;">(5,002,933</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> <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;">(5,002,933</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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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;"> <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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">  </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;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</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-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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; text-indent: 0px; padding-top: 0pt; padding-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt;"><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 <div style="letter-spacing: 0px; top: 0px;;display:inline;">and </div>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 transferred from a Level 3 fair value measurement to a Level 1 fair value measurement during the three months ended March 31, 2021, was approximately $10.1 </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;">million when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement during the three months ended March 31, 2021 was </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">$5 million.</div></div> 648 414167019 0 0 <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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 </div></div>table presents information about the Company’s assets 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. The gross holding gains and fair value of <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> securities at December 31, 2021, are as follows: </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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: 8pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 49%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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;;"/> <td style="width: 2%; 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: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-To-Maturity</div></div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;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;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Amortized</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Cost</div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Holding</div></div></div><div style="text-align: center; font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Gain</div></div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value</div></div></td> <td style="vertical-align: bottom;"> </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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">December 31, 2021</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;">U.S. Treasury Securities</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;">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;">414,167,019</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">8,555</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">414,175,574</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; 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;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> 414167019 8555 414175574 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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 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><br/></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 6pt; text-indent: 0px; padding-top: 0pt; padding-bottom: 0pt;"><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: 84%; 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: 82%;"/> <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;"><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;">Level</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;">December 31,</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,522,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liabilities – Private Placement Warrants</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,728,800</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr></table> 9522000 4728800 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="text-indent: 4%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; padding-top: 0pt; padding-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: 6pt; text-indent: 0px; padding-top: 0pt; padding-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 60%;"/> <td style="width: 11%; 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;"> </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;">Private</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Placement</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;">Public</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;">Warrant</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Liabilities</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</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;">  </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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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 January 15, 2021</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;">10,211,466</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;">20,562,000</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;">30,773,466</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation inputs or other assumptions</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;">(5,208,533</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;">(10,488,000</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;">(15,696,533</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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">  </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;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(10,074,000</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;">(10,074,000</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;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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 2</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;">(5,002,933</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> <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;">(5,002,933</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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 1px solid rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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;"> <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: 6pt; margin-left: 1em; padding-top: 0pt; padding-bottom: 0pt; 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;">  </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;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</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-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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; 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: 6pt; border-top: 3px double rgb(0, 0, 0); padding-top: 0pt; padding-bottom: 0pt; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> 0 0 0 10211466 20562000 30773466 -5208533 -10488000 -15696533 0 -10074000 -10074000 -5002933 0 -5002933 0 0 0 10100000 5000000 <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 10 — SUBSEQUENT EVENTS </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="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="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. Other than items noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.</div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">Subsequent to December </div>31<div style="font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">, </div>2021<div style="font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">, the Company borrowed an additional $</div>212,588<div style="font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;"> from the available Working Capital Note as described in Note </div>5<div style="font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">. <div style="display:inline;">As of March 15, 2022, the Working Capital Note aggregate outstanding principal balance i</div>s $</div>466,736<div style="font-size: 10pt; letter-spacing: 0px; top: 0px; text-indent: 0px;;display:inline;">.</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="text-indent: 4%; font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.</div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> 212588 466736 As of December 31, 2020, included an aggregate of up to 1,350,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 20, 2020, the Sponsor forfeited 2,875,000 Class B ordinary shares, which the Company canceled, resulting in 8,625,000 Class B ordinary shares issued and outstanding (see Note 4). On January 12, 2021, the Company effected a share capitalization, resulting in an increase in the total number of Class B ordinary shares outstanding from 8,625,000 to 10,350,000 shares (see Note 5). All share and per-share amounts have been retroactively restated for the share cancellation and capitalization. EXCEL 49 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( "& ?U0'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " A@']4A.^VK>X K @ $0 &1O8U!R;W!S+V-O&ULS9+! 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