| Conflict of Interest, Description [Text Block] |
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
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, including the fact that they may lose their entire investment in us if our initial business
combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account or
are entitled to receive liquidating distributions from the trust account in the event they choose to purchase public shares. Our
initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement units in a
transaction that will close simultaneously with the closing of this offering. Upon the closing of this offering, assuming the underwriters’
overallotment option is not exercised, our sponsor will have invested in us an aggregate of $4,775,000, comprised of the $25,000
purchase price for the founder shares (or approximately $0.005 per share) and the $4,750,000 purchase price for the private placement
units (or $10.00 per unit). Accordingly, our management team 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 units, as our sponsor and members of our management team would likely not receive any financial benefit unless
we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid,
terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders. |
| ● | 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,
private placement 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 and private placement 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 units (and the securities comprising
such units) 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: (i) six months after
the completion of our initial business combination or earlier if, subsequent to our initial
business combination, the closing price of the Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day
period or (ii) 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 ordinary shares for cash, securities
or other property. The private placement units (including the securities comprising such
units) 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 Share Rights 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
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. Upon the consummation of our initial business combination, we will
repay up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related
and organizational expenses. Additionally, up to $1,500,000 of working capital loans made
to us by the sponsor or an affiliate of the sponsor may 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. Except for the
foregoing, the terms of such working capital loans, if any, have not been determined and
no written agreements exist with respect to such loans. |
| ● | We
will reimburse our sponsor or an affiliate of our sponsor for office space, utilities and
secretarial and administrative support made available to us by our sponsor, in an amount
equal to $10,000 per month. Upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees. |
| ● | We
will reimburse the sponsor for any out-of-pocket expenses related to identifying, investigating,
negotiating and completing an initial business combination. |
|