| Conflict of Interest, Description [Text Block] |
Potential
investors should also be aware of the following other potential conflicts of interest:
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Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of
interest in allocating their time between our operations and our search for a business combination and their other businesses. We
do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is
engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated
to contribute any specific number of hours per week to our affairs. |
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In
the course of their other business activities, our officers and directors may become aware of investment and business opportunities which
may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Please see the table directly above for a description of our management’s other affiliations. |
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Our
initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private units in a transaction
that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private
shares, public rights and public shares in connection with the completion of our initial business combination. Additionally,
our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect
to their founder shares and the private shares if we fail to complete our initial business combination within the prescribed time
frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our
initial business combination within the prescribed time frame, the private units will expire worthless. Furthermore, our sponsor,
officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable
upon conversion thereof until the completion of our initial business combination. Because each of our officers and director nominees
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. In addition, the representative
of the underwriters pursuant to the underwriting agreement has agreed to waive its redemption rights with respect to its representative
shares in connection with the completion of our initial business combination. |
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Our
sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly,
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. Upon the closing of this offering, our sponsor will have invested in us an aggregate
of $2,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.00483 per share) and the
$2,000,000 purchase price for the private units (or $10.00 per unit), which may be exercised on a cashless basis. Accordingly, our
management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established
target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders
paid for their public shares and if our sponsor were required to pay cash to exercise the private warrants. |
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Certain
members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, 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 as such compensation will not be received unless we consummate such business combination. |
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Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
to our initial business combination. |
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In
the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on
our behalf in connection with an initial business combination, such persons 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 as such loans may
not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. |
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Similarly,
if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee
in order to effectuate the completion of our initial business combination, such persons 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 as any
such fee may not be paid unless we consummate such business combination. |
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We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or
directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers
or directors; accordingly, such affiliated person(s) 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 as such affiliated person(s) would have interests
different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. |
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