| CONFLICTS
OF INTEREST Our
sponsor currently holds 3,354,167 ordinary shares (which were purchased for $25,000, or approximately $0.0075 per share), up to 437,500
of which are subject to surrender and forfeiture by certain of our sponsor depending on the extent to which the underwriters’ over-allotment
option is exercised. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate
and substantial dilution upon the closing of this offering. If we do not complete an initial business combination within the completion
window, the proceeds from the sale of the private placement shares will be included in the liquidating distribution to our public shareholders
and the private placement shares and founder shares will be worthless. If
we increase or decrease the size of this offering, we will effect a share dividend or share contribution back to capital or other appropriate
mechanism, as applicable, with respect to the founder shares immediately prior to the consummation of this offering in such amount as
to maintain the number of founder shares at 28% of our issued and outstanding ordinary shares upon the consummation of this offering
(not including the private placement shares and assuming the sponsor does not purchase shares in this offering), with any such change
in the number of founder shares to be allocated to our sponsor. Also,
each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the
retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
to our initial business combination. As a result, the fiduciary duties, conflicts of interest or contractual obligations of our officers
or directors could materially affect our ability to complete our initial business combination.
Our
initial shareholders are not prohibited from sponsoring, investing in or otherwise becoming involved with, any other blank check companies
(including special purpose acquisition companies similar to our company), including in connection with their initial business combinations,
prior to us completing our initial business combination. Potential investors should also be aware of the following potential conflicts
of interest:
| |
● |
None
of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest
in allocating his or her time among various business activities. |
| |
|
|
| |
● |
In
the course of their other business activities, our officers and directors may become aware of investment and business opportunities
which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
| |
|
|
| |
● |
Our
initial shareholders purchased founder shares prior to the date of this prospectus and the sponsor will purchase the private placement
shares in transactions that will close simultaneously with the closing of this offering. Our initial shareholders have agreed to
waive their right to liquidating distributions with respect to its founder shares if we fail to consummate our initial business combination
within the required time period. However, if our initial shareholders acquire public shares in or after this offering, they will
be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business
combination within the required time period. If we do not complete our initial business combination within such applicable time period,
the proceeds of the sale of the private placement shares will be used to fund the redemption of our public shares, and the private
placement shares will expire worthless. |
| |
|
|
| |
● |
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. |
| |
● |
Certain
of our initial shareholders, 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. As a result, our officers or directors may present a potential target to our competitor that
would have been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial
business combination. |
| |
|
|
| |
● |
Our
officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business
activities similar to those intended to be conducted by our company. |
| |
|
|
| |
● |
Repayment
of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction
costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be converted into private placement
shares of the post-business combination entity at a price of $10.00 per private share at the option of the applicable lender. Such
working capital shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if
any, have not been determined and no written agreements exist with respect to such loans. These financial interests of our sponsor,
executive officers and directors may influence their motivation in identifying and selecting a target business combination and completing
an initial business combination. |
Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
| |
(i) |
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; |
| |
|
|
| |
(ii) |
duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| |
|
|
| |
(iii) |
directors
should not improperly fetter the exercise of future discretion; |
| |
|
|
| |
(iv) |
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 |
| |
|
|
| |
(v) |
duty
to exercise independent judgment. |
In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
which that director has.
|