| Conflict of Interest, Description [Text Block] |
Potential investors should
also be aware of the following other 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 that 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 “Management
— Directors, Director Nominees, and Officers.” |
| ● | Our initial shareholders, directly or indirectly, hold their
respective founder shares and may acquire public shares during or after this offering in connection with the completion of our initial
business combination. Additionally, our sponsor, officers and directors have agreed to waive their redemption rights with respect to
their founder shares if we fail to consummate our initial business combination within 12 months after the closing of this offering or
by such earlier liquidation date as our board of directors may approve. If we do not complete our initial business combination within
such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the
redemption of our public shares, subject to the limitations described herein, the private placement units will expire worthless. With
certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the
earlier of (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation,
merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our
public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing,
the converted Class A ordinary shares will be released from the lock-up if (x) if the last sale price of the Class A ordinary shares
equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances,
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, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, share exchange, reorganization 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. |
| ● | With certain limited exceptions, the private placement units
(and the Class A ordinary shares issuable upon their exercise) will not be transferable, assignable or salable by the initial purchasers
or their respective permitted transferees until 30 days after the completion of our initial business combination. However, if after our
initial business combination there is a transaction whereby all the outstanding Class A ordinary shares are exchanged or redeemed for
cash or another issuer’s shares, then the founder shares and private placement units shall be permitted to participate. Any permitted
transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with
respect to any founder shares, or private placement units,. |
| ● | Since our sponsor and officers and directors may directly
or indirectly own ordinary shares, warrants, and Share 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 sponsor, officers, or directors may have a conflict of
interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate
of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended business combination.
Such loans could be convertible into private placement units of the post business combination entity at a price of $10.00 per unit at
the option of the lender. Such units would be identical to the private placement units. |
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