v3.26.1
S-K 1602, SPAC Registered Offerings
Jul. 16, 2026
USD ($)
SPAC Offering Forepart [Line Items]  
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
De-SPAC Consummation Timeframe, How Extended [Text Block] We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.If we are unable to complete our initial business combination within 24 months from the closing of this offering and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will 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 thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.
SPAC Offering Forepart, De-SPAC Consummation Timeframe 24 months
SPAC Additional Financing Plans, Impact on Security Holders [Text Block] Potential Additional FinancingsWe may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and those securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares intended to maintain the sponsor’s 20% ownership, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.
SPAC, Trust or Escrow Account, Material Terms [Text Block] Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $180,500,000 in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $206,750,0000 if the underwriters’ over-allotment option is exercised in full, $175,000,000 ($10.00 per unit), or $201,250,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be placed in a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,500,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of $2,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity.
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 90.00%
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount $ 180,500,000
SPAC, Securities Offered, Redemption Rights [Text Block]

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, regardless of whether they abstain, vote for, or vote against, our initial business combination, 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 (less taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions 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. 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 and any public shares they may hold in connection with the completion of our initial business combination.

Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote 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), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) 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 require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual

 

Amount of Compensation to be
Received or Securities Issued
or to be Issued

 

Consideration Paid or to be Paid

Phalanx Acquisition Management Sponsor I LLC

 

$10,000 per month

 

Office space, administrative and shared personnel support services

   

$15,000 per month

 

Advisory services relating to our search for and consummation of an initial business combination

Phalanx Acquisition Sponsor I LLC

 

5,031,250 Class B Ordinary Shares

 

$25,000

   

3,750,000 private placement warrants (whether or not the over-allotment option is exercised) to be purchased simultaneously with the closing of this offering, which warrants may be exercised on a cashless basis along with the public warrants under the circumstances specified in the warrant agreement that may result in material dilution to our public shareholders

 

3,750,000 (whether or not the over-allotment option is exercised)

   

Up to $500,000

 

Repayment of loans made to us to cover offering related and organizational expenses.

   

Up to $1,500,000 in working capital loans, which loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant, which warrants may be exercised on a cashless basis along with the public warrants under the circumstances specified in the warrant agreement that may result in material dilution to our public shareholders

 

Working capital loans to finance transaction costs in connection with an initial business combination

   

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

 

Services in connection with identifying, investigating and completing an initial business combination

Holders of Class B ordinary shares

 

Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio

 

Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion

Entity/Individual

 

Amount of Compensation to be
Received or Securities Issued
or to be Issued

 

Consideration Paid or to be Paid

Phalanx Acquisition Sponsor I LLC, our officers or directors or our or their affiliates

 

Finder’s fees, advisory fees, consulting fees or success fees

 

Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account

We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a fee in an amount that constitutes a market standard for comparable transactions

Because our sponsor acquired the founder shares at a nominal price (approximately $0.005 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares intended to maintain the sponsor’s 20% ownership, which may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Additionally, our public shareholders may experience material dilution from the exercise of the 5,500,000 private placement warrants (whether or not the over-allotment option is exercised) to be purchased by our sponsor, Cantor Fitzgerald & Co and Odeon Capital Group LLC, as well as from the conversion of any working capital loans into private placement warrants, if elected by the sponsor. as well as conversion of any working capital loans into equity, if elected by the sponsor. See the sections titled “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” and “Dilution.” Additionally, we will reimburse the managing member of our sponsor $10,000 per month for office space and administrative and personnel services and $15,000 per month for advisory services relating to our search for and consummation of an initial business combination, as described elsewhere in this prospectus.

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

The following table illustrates the difference between the public offering price per unit and our NTBV per share, as adjusted to give effect to this offering and assuming redemption of our public shares at varying levels and the full exercise and no exercise of the over-allotment option. The following table excludes effects from the Forward Purchase Agreement, which is a non-binding commitment.

As of March 31, 2026

Offering Price of
$10.00 per Unit

 

25% of Maximum
Redemption

 

50% of Maximum
Redemption

 

75% of Maximum
Redemption

 

Maximum
Redemption

NTBV

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

NTBV

 

Difference
between
NTBV and
Offering
Price

 

NTBV

 

Difference
between
NTBV and
Offering
Price

Assuming Full Exercise of Over-Allotment Option

7.71

 

7.13

 

2.87

 

6.18

 

3.82

 

4.26

 

5.74

 

(1.47

)

 

11.47

                             

 

   

7.73

 

7.16

 

2.84

 

6.21

 

3.79

 

4.32

 

5.68

 

(1.37

)

 

11.37

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the NTBV was calculated as follows, excluding effects from the Forward Purchase Agreement, which is a non-binding commitment:

 

No
Redemptions

 

25% of Maximum
Redemptions

 

50% of Maximum
Redemptions

 

75% of Maximum
Redemptions

 

Maximum
Redemptions

   

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

Public offering price

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

 

$

10.00

 

Net tangible book deficit before this offering

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

 

 

(0.05

)

Increase attributable to public shareholders

 

 

7.78

 

 

 

7.76

 

 

 

7.21

 

 

 

7.18

 

 

 

6.26

 

 

 

6.23

 

 

 

4.37

 

 

 

4.31

 

 

 

(1.32

)

 

 

(1.42

)

Pro forma net tangible book value after this offering and the sale of the private placement warrants

 

 

7.73

 

 

 

7.71

 

 

 

7.16

 

 

 

7.13

 

 

 

6.21

 

 

 

6.18

 

 

 

4.32

 

 

 

4.26

 

 

 

(1.37

)

 

 

(1.47

)

Dilution to public shareholders

 

 

2.27

 

 

 

2.29

 

 

 

2.84

 

 

 

2.87

 

 

 

3.79

 

 

 

3.82

 

 

 

5.68

 

 

 

5.74

 

 

 

11.37

 

 

 

11.47

 

Percentage of dilution to public shareholders

 

 

22.70

%

 

 

22.90

%

 

 

28.40

%

 

 

28.70

%

 

 

37.90

%

 

 

38.20

%

 

 

56.80

%

 

 

57.40

%

 

 

113.70

%

 

 

114.70

%

 

No
Redemptions

 

25% of Maximum
Redemptions

 

50% of Maximum
Redemptions

 

75% of Maximum
Redemptions

 

Maximum
Redemptions

   

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

 

Without
Over-
Allotment

 

With
Over-
Allotment

Numerator:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Net tangible book deficit before this offering

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

 

(257,080

)

Net proceeds from this offering and the sale of the private placement warrants(1)

 

176,250,000

 

 

202,500,000

 

 

176,250,000

 

 

202,500,000

 

 

176,250,000

 

 

202,500,000

 

 

176,250,000

 

 

202,500,000

 

 

176,250,000

 

 

202,500,000

 

Plus: Offering costs accrued for or paid in advance, excluded from tangible book value

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

 

173,268

 

Less: Deferred underwriting commissions

 

(7,000,000

)

 

(8,575,000

)

 

(7,000,000

)

 

(8,575,000

)

 

(7,000,000

)

 

(8,575,000

)

 

(7,000,000

)

 

(8,575,000

)

 

(7,000,000

)

 

(8,575,000

)

Less: Over-allotment liability

 

(138,600

)

 

 

 

(138,600

)

 

 

 

(138,600

)

 

 

 

(138,600

)

 

 

 

(138,600

)

 

 

Less: Amounts paid for redemptions(2)

 

 

 

 

 

(43,750,000

)

 

(50,312,500

)

 

(87,500,000

)

 

(100,625,000

)

 

(131,250,000

)

 

(150,937,500

)

 

(175,000,000

)

 

(201,250,000

)

   

169,027,588

 

 

193,841,188

 

 

125,277,588

 

 

143,528,688

 

 

81,527,588

 

 

93,216,188

 

 

37,777,588

 

 

42,903,688

 

 

(5,972,412

)

 

(7,408,812

)

Denominator:

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Ordinary shares outstanding prior to this offering

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

 

5,031,250

 

Ordinary shares forfeited if over-allotment is not exercised

 

(656,250

)

 

 

 

(656,250

)

 

 

 

(656,250

)

 

 

 

(656,250

)

 

 

 

(656,250

)

 

 

Ordinary shares offered and sale of private placement shares

 

17,500,000

 

 

20,125,000

 

 

17,500,000

 

 

20,125,000

 

 

17,500,000

 

 

20,125,000

 

 

17,500,000

 

 

20,125,000

 

 

17,500,000

 

 

20,125,000

 

Less: Ordinary shares redeemed

 

 

 

 

 

(4,375,000

)

 

(5,031,250

)

 

(8,750,000

)

 

(10,062,500

)

 

(13,125,000

)

 

(15,093,750

)

 

(17,500,000

)

 

(20,125,000

)

   

21,875,000

 

 

25,156,250

 

 

17,500,000

 

 

20,125,000

 

 

13,125,000

 

 

15,093,750

 

 

8,750,000

 

 

10,062,500

 

 

4,375,000

 

 

5,031,250

 

____________

(1)      Expenses applied against gross proceeds include offering expenses of approximately $750,000 and underwriting commissions of $0.20 per unit (including any units sold pursuant to the underwriters’ over-allotment option), or $3,500,000 in the aggregate, payable to Cantor Fitzgerald & Co. (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2)      Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: $0.40 per unit on units other than those sold pursuant to the underwriters’ over-allotment option and $0.60 per unit on units sold pursuant to the underwriters’ over-allotment option, or $7,000,000 in the aggregate or up to $8,575,000 in the aggregate if the underwriters’ over-allotment option is exercised in full payable to the underwriters, for deferred underwriting commissions. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3)      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, initial shareholders, directors, officers or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”

SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block]

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;

        duty to not improperly fetter the exercise of future discretion;

        duty to exercise authority for the purpose for which it is conferred and a 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 at the expense of the company. 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 memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. 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 other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by 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 (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As such, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual

 

Entity

 

Entity’s Business

 

Affiliation

Christopher Valentine

 

Celeres Capital Advisors LLC

 

SEC registered investment advisor

 

Owner and operator

             

Frank B. Turner

 

Celeres Capital Advisors LLC

 

SEC registered investment advisor

 

Owner and operator

             

Sean Valentine

 

Celeres Capital Advisors LLC

 

SEC registered investment advisor

 

Owner and operator

             

Jeff Smith

 

LawVisory PLLC

 

Legal services

 

Managing attorney

   

Renatus Tactical Acquisition Corp I

 

SPAC

 

Independent director

   

Globa Terra Acquisition Corporation

 

SPAC

 

Independent director

             

Alex Dixon

 

Resorts World Las Vegas

 

Hospitality

 

Senior Advisor to the Board

             

Christopher Kai-Yu Wu

 

HealthTronics LLC

 

Healthcare

 

Chairman of the Board

If any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has 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, and only present it to us if such entity rejects the opportunity.

In addition, our sponsor and our officers and directors may sponsor or form, other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

        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.

        Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of 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 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 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 placement warrants 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 earlier to occur of: (A) with respect to (x) 50% of such shares, the earlier of (i) six (6) months after the date of the consummation of our initial business combination and (ii) the date on which 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 after our initial business combination and (Y) the remaining 50% of such shares,

the earlier of (i) twelve (12) months after the date of the consummation of our initial business combination and (ii) the date on which 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 after our initial business combination., and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following 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.

        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, assuming the over-allotment option is not exercised, our sponsor will have invested in us an aggregate of $3,775,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.005 per share) and the $3,750,000 purchase price for the private placement warrants (or $1.00 per warrant). 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 in this offering or if our sponsor were required to pay cash to exercise the private placement warrants.

        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.

        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.

        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.

        Similarly, if we agree to pay our sponsor, officers, directors 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.

        We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor (including its members), 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.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor (including its members), officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, 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, stating that the consideration to be paid by us in such an 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.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction.

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, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. 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.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and 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. 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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.