| Conflict of Interest, Description [Text Block] |
Investors should be aware of the following potential conflicts of interest:
| ● | None
of our officers and directors is required to commit their full time to our affairs and, accordingly,
they may have conflicts of interest in allocating their time among various business activities. |
| ● | In
the course of their other business activities, our Sponsor, officers and directors may become
aware of investment and business opportunities which may be appropriate for presentation
to our company as well as the other entities with which they are affiliated. However, our
officers and directors have agreed to present to us all suitable target business opportunities,
subject to any fiduciary or contractual obligations. |
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● |
Each of the holders of the founder shares and private placement units has agreed that his, her or its founder shares and private placement shares, as applicable, will be subject to transfer restrictions and that he, she or it will not sell or transfer such shares until the applicable forfeiture provisions no longer apply. Holders of founder shares and private placement shares will agree to waive their redemption rights with respect to their founder shares and private placement shares, as applicable, (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association 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 do not complete our initial business combination within the completion window (excluding any exercise of the underwriter’s over-allotment option), and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration of the completion window. Our Sponsor, officers and directors will also agree to waive their redemption rights with respect to public shares in connection with the actions described in clauses (i) and (ii) above. However, our Sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window. To the extent our holders of founder shares or private placement shares transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we do not complete our initial business combination within the completion window, the portion of the proceeds of the sale of the private placement units placed into the trust account will be used to fund the redemption of our public shares. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares or private placement units (and any underlying securities), which may become worthless if we do not consummate an initial business combination within the completion window (excluding any exercise of the underwriter’s over-allotment option). Except as described under “Principal Shareholders - Transfers of Founder Shares and Placement Units”, the founder shares, private placement units and their underlying securities will not be transferable, assignable or salable. |
| ● | 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. |
| ● | Members
of our management team and our independent directors will directly or indirectly own founder
shares and/or private placement units following this offering 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. |
| ● | 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. |
| ● | We
are not prohibited from pursuing an initial business combination with a company that is affiliated
with our Sponsor, 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. |
| ● | Our
Sponsor, officers and directors may participate in the formation of, or become an officer
or director of, any other blank check company prior to completion of our initial business
combination. As a result, our Sponsor, officers or directors could have conflicts of interest
in determining whether to present business combination opportunities to us or to any other
blank check company with which they may become involved. Our board of directors will review
any potential conflicts of interest on a case-by-case basis in accordance with our conflict
of interest procedures described in “Related Party Policy” below. |
| ● | Unless
we consummate our initial business combination, our executive officers, directors and Sponsor
will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent
that such expenses exceed the amount of available proceeds not deposited in the trust account. |
| ● | The
founder shares and private placement units (and any underlying securities) will be released
from their respective lock-up restrictions only if a business combination is successfully
completed, and the private placement warrants will expire worthless if a business combination
is not consummated. |
For
the foregoing reasons, our board of directors may have a conflict of interest in determining whether a particular target business is
appropriate to effect a business combination with the Company.
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