| Conflict of Interest, Description [Text Block] |
Potential
investors should also be aware of the following other potential conflicts of interest:
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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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Each of our
officers and directors may have in the future additional, fiduciary or contractual obligations to other entities, including any other
special purpose acquisition company with a class of securities registered under the Exchange Act, even before we enter into a definitive
agreement regarding our initial business combination or we have failed to complete our initial business combination within the prescribed
timeline. 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. For a complete description
of our management’s other affiliations, see “— Directors and Officers.” |
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Our Sponsor,
officers and directors have agreed to waive their redemption rights with respect to our founder shares, private shares and public shares
in connection with the consummation of our initial business combination. Additionally, our Sponsor, officers and directors have agreed
to waive their redemption rights with respect to their founder shares and private shares if we fail to consummate our initial business
combination within 15 months after the closing of this offering (or up to 21 months from the closing of this offering if we extend the
period of time to consummate a business combination by the full amount of time). If we do not complete our initial business combination
within such applicable time period, the proceeds of the sale of the private units held in the trust account will be used to fund the redemption
of our public shares, and the rights will expire worthless. With certain limited exceptions, the founder shares will not be transferable,
assignable or salable by our Sponsor until the earlier of (1) six months after the completion of our initial business combination and
(2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial
business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or
other property, unless otherwise approved by public shareholders in connection with a business combination; unless different transfer
restrictions are otherwise approved by public shareholders in connection with the business combination. Notwithstanding the foregoing,
if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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, the founder shares will be released from the lock-up. With certain limited exceptions, the private units, private
shares, private rights and the ordinary shares underlying such rights will not be transferable, assignable or salable by our sponsor until
the completion of our initial business combination. Since our Sponsor, officers and directors may directly or indirectly own ordinary
shares and rights 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 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 was included by a target business as a condition to any agreement with respect to our initial
business combination. ●Our
directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business
combination. 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 to proceed with a particular business combination. ●The
founders’ shares beneficially owned by our founders, officers and directors and the private units purchased by our Sponsor, and
any rights which our officers or directors may purchase in the aftermarket, will expire worthless if a business combination is not consummated.
This is because the holders will not receive liquidation distributions from the trust account with respect to any of the founders’
shares, private shares or rights. ●Our
founders, officers and directors may have a conflict of interest with respect to evaluating a business combination and financing
arrangements as we may obtain loans from our founders, officers and directors or their affiliates or designees to finance transaction
costs in connection with an intended initial business combination. Up to $750,000 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. ●Ms.
Zhao serves as our Chief Executive Officer and as the chief executive officer of MNBS Acquisition Corp., a blank check company whose business
combination mandate substantially overlaps with ours. No agreement, arrangement or understanding exists as to the allocation of business
combination opportunities between us and MNBS Acquisition Corp. ●Mr.
Zeitlin serves as our Vice Chairman of the Board and as Vice Chairman of the board of directors of FIGX Capital Acquisition Corp. (Nasdaq:
FIGXU), a blank check company that has not completed an initial business combination and may pursue an acquisition opportunity in any
industry.
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