| Conflict of Interest, Description [Text Block] |
Potential
investors should also be aware of the following other potential conflicts of interest:
| ● | Members
of our management team directly or indirectly own founder shares and, accordingly may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial business combination. |
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| ● | The
per share price that the members of management team paid for the founder shares creates an incentive whereby our officers and directors
could potentially make a substantial profit even if the Company selects an acquisition target that subsequently declines in value and
is unprofitable for public investors. |
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| ● | In
the event we do not consummate a business combination within the completion window, the founder
shares, the rights, the warrants, the private units, and their underlying securities
will expire worthless, which could create an incentive for our officers and directors to
complete any transaction, regardless of its ultimate value. |
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| ● | 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. |
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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. |
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| ● | Our
shareholders prior to this offering have agreed to waive their redemption rights with respect
to any founder shares, EBC founder shares, private shares and any public shares held by them
in connection with the consummation of our initial business combination. Additionally, they
have agreed to waive their redemption rights with respect to any founder shares, EBC founder
shares and private shares held by them if we fail to consummate our initial business combination
within 15 months from the closing of this offering. If we do not complete our initial business
combination within such applicable time period, the funds held in the trust account will
be used to fund the redemption of only our public shares, and the private units and underlying
securities will not be redeemed. The founder shares held by our sponsor and management team
will not, subject to certain exceptions, be transferred, assigned, sold or released from
escrow until six months after the date of the consummation of the initial business combination,
or earlier, if, subsequent to our initial business combination, we consummate a subsequent
liquidation, merger, stock exchange or other similar transaction which results in all of
our shareholders having the right to exchange their shares for cash, securities or other
property; provided that 50% of the founder shares shall be released from the foregoing lockup
provisions if the closing price of our ordinary shares equals or exceeds $12.00 per share
(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 10 trading days within any 20-trading day period. Since members
of our management may directly or indirectly own ordinary shares, rights and warrants
following this offering, our officers and directors may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to complete our
initial 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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| ● | Our
initial shareholders may have a conflict of interest with respect to evaluating a business combination and financing arrangements as
we may obtain loans from our initial shareholders, officers, directors or their affiliates to finance transaction costs in connection
with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into working capital units at a price
of $10.00 per unit at the option of the lender. Such working capital units would be identical to the private units sold in the private
placement. |
| ● | We
will reimburse AfterNext Capital Management Limited, the manager of our sponsor, or
an affiliate thereof in an amount equal to $10,000 per month for office space and administrative
services made available to us, as described elsewhere in this prospectus. |
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| ● | Upon
consummation of this offering, we will repay up to $500,000 in loans that may be
made to us by our sponsor to cover a portion of the expenses of this offering. Additionally,
members of our management team will be entitled to reimbursement for any out-of-pocket expenses
related to identifying, investigating and completing an initial business combination. As
a result, there may be actual or potential material conflicts of interest between members
of our management team, our sponsor and its affiliates on one hand, and purchasers in this
offering on the other. |
The
conflicts described above may not be resolved in our favor.
In
general, officers and directors of a company incorporated under the laws of Cayman Islands are required to present business opportunities
to a company if:
| ● | the
company could financially undertake the opportunity; |
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| ● | the
opportunity is within the company’s line of business; and |
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| ● | it
would not be fair to our company and its shareholders for the opportunity not to be brought
to the attention of the company. |
|