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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K/A (Amendment No. 2)    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
 to   Population
Health Investment Co., Inc. (Exact name of registrant as specified in its charter)    Cayman Islands

001-39706

98-1556837(State or other jurisdiction ofincorporation or organization)

(Commission File Number)

(I.R.S. EmployerIdentification Number)  One World Financial CenterNew York, NY

10281(Address of principal executive offices)

(Zip Code) Registrants telephone number, including area code: (212)-993-3113 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:  Title of Each Class:

Trading Symbol:

Name of Each Exchange on Which Registered:Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share

PHICU

The Nasdaq Stock Market LLCClass A ordinary shares, par value $0.0001 per share

PHIC

The Nasdaq Stock Market LLCWarrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

PHICW

The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☐     No   ☒ Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐ Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and such files).    Yes  ☒    No  ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☐Non-accelerated filer

☒

Smaller reporting company

☒Emerging growth company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☒    No  ☐ The registrant was not
incorporated as of June 30, 2020 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as
of such date. As of March 30, 2021, there were 17,250,000 Class A ordinary shares, par value $0.0001 per share, and 4,312,500
Class B ordinary shares, par value $0.0001 per share, issued and outstanding. Documents Incorporated by Reference: None.




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TABLE OF CONTENTS  CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS


4PART I


5ITEM 1.

BUSINESS


5Item 1A.

Risk Factors


22Item 1B.

Unresolved Staff Comments


50Item 2.

Properties


50Item 3.

Legal Proceedings


50Item 4.

Mine Safety Disclosures


50PART II


50Item 5.

Market for Registrants Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities


50Item 6.

Selected Financial Data.


51Item 7.

Managements discussion and analysis of financial condition and results of
 operations


51Item 8.

Financial Statements and Supplementary Data


55Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


55Item 9A.

Controls and Procedures


55Item 9B.

Other Information


56PART III


57Item 10.

Directors, Executive Officers and Corporate Governance


57Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
 Matters


66Item 13.

Certain Relationships and Related Transactions, and Director
Independence


67Item 14.

Principal Accountant Fees and Services


68PART IV


69Item 15.

Exhibits, Financial Statement Schedules


69Item 16.

Form 10-K Summary


70  2




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EXPLANATORY NOTE References throughout this Amendment No. 2 to Annual Report on Form 10-K to we, us, the Company or
our company are to Population Health Investment Co., Inc., unless the context otherwise indicates. This Amendment No. 2
to the Annual Report on Form 10-K/A (the Report) amends Amendment No. 1 to the Annual Report on Form 10-K/A of Population Health Investment Co., Inc. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange
Commission (SEC) on May 19, 2021 (the First Amended Filing). In preparation of the Companys financial
statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously filed financial statements to classify all Class A ordinary shares, par value $0.0001 per share (Class A ordinary
shares), subject to possible redemption in temporary equity. In accordance with the SEC and its staffs guidance on redeemable equity instruments in ASC 480- 10-S99, redemption provisions not solely within the control of the Company
require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders equity (deficit). Although
the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets
to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, the Company
revised this interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company determined it should restate its
earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates an initial business combination as the most likely outcome, in which case, both classes of shares share
pro rata in the income and losses of the Company. After further consideration of the impact of the error that led to the revised
September 30, 2021 financial statements, on December 16, 2021, the Companys management and the audit committee of the Companys board of directors (the Audit Committee) concluded that the Companys previously issued
(i) audited balance sheet as of November 20, 2020 (the Post IPO Balance Sheet), as previously restated in the First Amended Filing, (ii) audited financial statements for the period ended December 31, 2020 included in the First
Amended Filing, (iii) unaudited interim financial statements included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 and reported as revised in the Companys
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 ( the Original Q3 Form 10-Q), (iv) unaudited interim financial statements included in the Companys Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2021, filed with the SEC on August 13, 2021 and reported as revised in the Companys Original Q3 Form 10-Q, and (v) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the
Companys Original Q3 Form 10-Q (collectively, the Affected Periods), should be restated to report all public shares as temporary equity and should no longer be relied upon. As such, the Company is restating its financial statements
for the Affected Periods in (i) this Form 10-K/A with respect to the Post IPO Balance Sheet and the Companys audited financial statements for the period ended December 31, 2020 included in the First Amended Filing and (ii) a Form 10-Q/A
for the quarterly period ended September 30, 2021 with respect to its unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021. The restatement does not have an impact on the Companys cash position and cash held in the trust account established in connection with
the Companys initial public offering (the Trust Account). The Companys management has concluded that a material
weakness remains in the Companys internal control over financial reporting and that the Companys disclosure controls and procedures were not effective. As a result of that reassessment, we determined that our disclosure controls and
procedures for such periods were not effective with respect to the proper accounting and classification of complex financial instruments. For more information, see Item 9A included in this Annual Report on Form 10-K/A. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements.
The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors; Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 8. Financial Statements and Supplementary Data; and Part II, Item 9A Controls and Procedures. In
addition, the Companys Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Annual Report on Form 10-K of the Company as of and for the period ended
December 31, 2020, as filed with the SEC on March 31, 2021 (the Original Filing) or the First Amended Filing, is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport
to reflect any information or events subsequent to the Original Filing or the First Amended Filing.  3




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TABLE OF CONTENTS CERTAIN TERMS Unless
otherwise stated in this Annual Report on Form 10-K (this Report), references to:  

amended and restated memorandum and articles of association are to the amended and restated
memorandum and articles of association of the Company;  

Companies Law are to the Companies Law (2020 Revision) of the Cayman Islands as the same may
be amended from time to time;  

company, we, us, our, or our
company are to Population Health Investment Co., Inc., a Cayman Islands exempted company;  

founders are to Clive Meanwell, our Chief Executive Officer, and Ian Read, our Executive
Chairman;  

founder shares are to our Class B ordinary shares initially issued to our sponsor in a
private placement and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary
shares will not be public shares);  

initial public offering is to the initial public offering of 17,250,000 units, including the
issuance of 2,250,000 units as a result of the underwriters exercise of their over-allotment option, which offering was consummated on November 20, 2020;  

initial shareholders are to our sponsor and each other holder of founder shares upon the
consummation of our initial public offering;  

ordinary shares are to our Class A ordinary shares and our Class B ordinary shares;  

our founding team are to our executive officers and directors;  

private placement warrants are to the warrants issued to our sponsor, if any;  

public shareholders are to the holders of our public shares, including our sponsor and
founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsors and each member of our founding teams status as a public shareholder will only exist with respect
to such public shares;  

public shares are to our Class A ordinary shares; and  

sponsor are to Population Health Investment Holding, Inc., a Cayman Islands exempted company. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this report may constitute forward-looking statements for purposes of the federal securities
laws. Our forward-looking statements include, but are not limited to, statements regarding our or our founding teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue,
could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should,
would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements
about:  

our ability to select an appropriate partner business or businesses;  

our ability to complete our initial business combination;  

our expectations around the performance of a prospective partner business or businesses;  

our success in retaining or recruiting, or changes required in, our officers, key employees or directors
following our initial business combination;  

our officers and directors allocating their time to other businesses and potentially having conflicts of interest
with our business or in approving our initial business combination;  

our potential ability to obtain additional financing to complete our initial business combination;  4




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

our pool of prospective partner businesses;  

our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;  

the ability of our officers and directors to generate a number of potential business combination opportunities;  

our public securities liquidity and trading;  

the lack of a market for our securities;  

the use of proceeds not held in the trust account or available to us from interest income on the trust account
balance;  

the trust account not being subject to claims of third parties; or  

our financial performance. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and
their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described
under the heading Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may
or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we
operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we
operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. PART I  ITEM 1.
BUSINESS Overview We are a blank check company
incorporated on September 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which
we refer to throughout this report as our initial business combination. We consummated our initial public offering on November 20, 2020. To date, our efforts have been limited to identifying and completing a business combination. We have
generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an initial business combination in any industry, sector, or geographic region, we will focus on companies in the
healthcare industry, and in particular the therapeutics sector, in the United States and other developed countries. We intend to capitalize on the unique mix of experience and highly-complementary capabilities of our
co-founders, Clive Meanwell and Ian Read, as well as our management team, in leading, operating and strategically positioning global companies in that sector, as well as investing and managing capital,
structuring transactions and building businesses. We believe that our industry knowledge and operating experience, in addition to our co-founders reputations and strong track record of creating
shareholder value, make us a partner of choice for owners and management teams of highly attractive private companies. We believe that
the vast networks of relationships of our founders, management team and board of directors will provide us with a significant competitive advantage in sourcing a pipeline of potential opportunities that may not be available to others. Our Sponsor Our sponsor is an affiliate
of PHP, an investment firm founded in May 2020 to invest in private life sciences companies. PHPs focus is companies with highly innovative, clinical stage therapeutics and related platform technologies that could have a significant population
impact. PHP has a comprehensive approach to supporting its portfolio companies with strategic, operational, clinical and financial expertise to efficiently expedite clinical development, regulatory approval and commercialization.  5




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PHP has assembled a network of experts to scale the approaches to highly efficient new
product development pioneered by Dr. Meanwell during his tenure at The Medicines Company, with an aim to match or exceed efficiencies achieved in prior programs. PHP is also assembling a global consortium of progressive payers and health
systems focused on repeating and building upon a landmark population-scale access agreement for inclisiran with the NHS England in 2019, developed by Dr. Meanwell and subsequently announced by Novartis. We believe these platforms will be an
important resource to our efforts to identify and assess potential targets. We also believe these platforms could bring substantial value to a potential target following a transaction, enabling efficiencies in
go-forward research and development activities, and unique opportunities to commercially de-risk technologies prior to launch. Our Sponsor has engaged a board of advisors, including Muzammil Mansuri, Daniel Koller, and Sid Senroy, to support opportunity identification
and diligence activities. Mr. Mansuri previously led Strategy and Business Development for Gilead Sciences and then Sanofi S.A., and now serves as a Venture Partner at F-Prime Capital. Mr. Koller is
Head of Portfolio Management at BB Biotech, with $4.0 billion under management in a concentrated portfolio focused on innovative biopharma platform technologies. Mr. Senroy is a biopharma regulatory compliance and quality management expert
who currently leads RegDev, Inc. Our Founders Clive Meanwell The Company was co-founded by its Chief Executive Officer, Dr. Clive Meanwell. Over his more than 30 years of leadership in the life sciences industry, Dr. Meanwell has built a successful track record of selecting and
efficiently developing high-quality, clinical-stage, pharmaceutical assets and de-risking those assets through U.S. and E.U. regulatory approval, while creating tens of billions of dollars in shareholder
value. As the founder and Chief Executive Officer of The Medicines Company, Dr. Meanwell led evaluations of multiple
biopharmaceutical assets and companies, acquired, or licensed fourteen product candidates and products, including six applicable to cardiovascular medicine, three antibiotics, and five for use in surgery and perioperative care. All eight of the
product candidates advanced by The Medicines Company into Phase III clinical trials were subsequently approved by the U.S. Food and Drug Administration, or FDA, representing a 100% Phase III success rate. During his leadership, The Medicines Company
was ranked first among biopharmaceutical companies and in the top five among all industries in the CNBC RQ index of research and development productivity, for all years of its publication. In 2013, Dr. Meanwell led the acquisition of inclisiran, a
first-in-class, potential cholesterol-lowering therapy in the small-interfering RNA class, from Alnylam Pharmaceuticals, Inc., before inclisiran entered Phase I clinical
testing. The acquisition was completed for an upfront cash payment of $25 million and scaled double-digit royalties. Over the following six years, Dr. Meanwell restructured The Medicines Company to focus on the development of inclisiran
into an NDA-ready asset with worldwide revenue projections in excess of $5 billion for a total capital outlay 50-70% below industry benchmarks for similar programs.
Inclisiran was the single value driver behind Novartis AGs acquisition of The Medicines Company for approximately $9.7 billion in January 2020the third largest single-product, development-stage acquisition in the history of the
global pharmaceuticals industry. In parallel to his leadership of The Medicines Company, Dr. Meanwell has served as a member of the
Board of Directors of BB Biotech since 2003. He is currently Vice Chairman of BB Biotech and Chairman of its four offshore operating subsidiaries. Through these entities, BB Biotech invests in fast-growing biotechnology companies that are developing
and marketing innovative drugs that address areas of significant unmet medical needs and have above-average sales and profit-growth potential. Further, BB Biotech is one of the worlds largest investors in this sector with a market
capitalization of 3.8 billion Swiss Francs (approximately $4.0 billion) and a net asset value of 3.6 billion Swiss Francs (approximately $3.8 billion), as of June 30, 2020. Dr. Meanwell has played an instrumental role in BB
Biotechs governance, strategy, development and growth, as well as reporting of its performance. He has been one of three investment decision-makers at the firm for 17 years and, with its Chief Executive Officer, has co-authored its quarterly reports to shareholders for the last six years. BB Biotechs investment
portfolio typically consists of between 20 to 35 biotechnology companies spanning the spectrum from small-cap to established large-caps. Most of BB Biotechs investments are in U.S. companies. Therapeutic
areas of investments include oncology, orphan diseases, neurological diseases, cardiometabolic diseases, and infectious diseases, including diagnostics, therapeutics and vaccines and contemporary technologies such as RNA platforms and cell and gene
therapies. BB Biotech makes public and private equity, debt, and option investments. Dr. Meanwell has participated in multi-stage due diligence processes, working with the analysis team to review a target investment companys financial
statements in detail, and assess its competitive environment, research and development pipeline, and patent portfolio, as well as its customers perceptions of its products and services. Close contact with executives of companies that BB
Biotech invests in is of high importance in the due diligence process, and during the securities holding period, and Dr. Meanwell has cultivated widespread and productive relationships with biotech company leaders, past and present, worldwide.  6




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Prior to founding The Medicines Company, Dr. Meanwell held executive positions of
increasing responsibility at Roche Holding AG, the Swiss-headquartered global pharmaceutical company, ultimately rising to Director and Senior Vice President. At Roche, Dr. Meanwell led the clinical development of Neupogen® in a partnership with Amgen Inc., including authoring clinical sections of the FDA biologics license application and a European marketing authorization for the product, and leading the medical
marketing of Neupogen in Roche territories. Neupogen and its long-acting analogue, Neulasta®, became standard treatments in a range of oncology patients and have achieved aggregate global
sales of more than $110 billionamong the largest in the history of the industry. In 1990, Roche acquired a majority stake in Genentech Inc. and subsequently, Dr. Meanwell was appointed as one of two Roche executives to coordinate with
Genentech leaders the joint management of the portfolio of products discovered and developed by Genentech, including Roches election to commercialize them. Also at Roche, Dr. Meanwell led a multi-year initiative to re-engineer global product development, devising ways of working for multidisciplinary global project teams, and a range of systems and tools to enable drug development efficiency, quality and commercial relevance.
When Roche acquired Syntex Corporation in 1994, Dr. Meanwell was appointed Senior Vice President of Roche Biosciences in Palo Alto, California and made responsible for the worldwide restructuring and integration of the two companies
research and development organizations. During that time, he also oversaw the development of drugs which were discovered at Syntex and then became central to Roches global portfolio. Dr. Meanwell co-founded Population Health Partners (PHP) in May 2020 as an
investment company supported by proprietary drug development and payer engagement platforms, with a goal of harnessing his decades of drug development experience into an entity with the breadth and flexibility to contribute to scientific, regulatory
and commercial de-risking for a wide range of innovative medical therapeutics. Through these
roles, over the span of more than three decades, Dr. Meanwell has built a substantial, proprietary network across public- and private-equity backed companies, the investment community, universities, policymakers, and regulators. During that
time, Dr. Meanwell has been a member of a variety of industry boards, including the Pharmaceutical Research Manufacturers of America (PhRMA) and Biotechnology Innovation Organization (BIO). Dr. Meanwell was an ad hoc advisor to President
Obamas Council of Advisors on Science and Technology. Dr. Meanwell is a recipient of the Dr. Sol J. Barer Award for Vision, Innovation and Leadership and of an Ernst and Young award for entrepreneurship. Ian Read The Company was co-founded by its Executive Chairman, Ian Read. Mr. Read brings a distinguished 42-year track record as one of the foremost leaders, dealmakers, and shareholder value
creators in the global biopharmaceutical industry. Mr. Read was Chairman and Chief Executive Officer of Pfizer from December 2010
until January 2019, and Executive Chairman until December 2019. During that tenure, he oversaw over 30 new drug approvals, $88 billion in acquisition and divestiture deals, and a total shareholder return of 250%representing over
$242 billion in value creationin the wake of the 2011 patent expiry of Lipitor, then the largest single product in the history of the industry. Upon his retirement, the company possessed one of the strongest pipelines in the industry,
with over 15 potential pharmaceutical blockbusters in mid-to-late stage development. Mr. Read oversaw a period of industry-shaping innovation regarding the structure of Pfizer and its portfolio. He executed a novel spin-out of the companys animal health business into what became Zoetis in 2013widely regarded as one of the most successful pharmaceutical spin-outs in recent history. Zoetis market value has
increased six-fold since its launch, creating precedent for similar spinouts by Eli Lilly and Merck. Mr. Read also oversaw a re-organization of Pfizer into three
groups with three fundamentally different risk-return profilesone focused on innovative pharmaceuticals, another focused on established, post-loss of exclusivity pharmaceuticals, and a third focused on consumer health. This presaged two major
deals in 2019 that transformed the company: The spin-merger of the established products business into Mylan Pharmaceuticals, creating a new $20 billion entity by 2020 estimated pro forma revenues (Viatris); and the creation of a consumer
healthcare joint venture with GlaxoSmithKline. Within the innovative portfolio, Mr. Read oversaw the creation of dedicated entities to develop the companys CAR-T portfolio (Allogene) and its
Neuroscience portfolio (Cerevel). The go-forward Pfizer is exclusively focused on innovative therapeutics in oncology, rare disease, internal medicine, immunology, and vaccines, and remains one of the top five
pharmaceutical companies by revenue globally. Mr. Read also oversaw the acquisition of 22 pharmaceutical and biotechnology companies
for a total of $54 billion during his tenure, alongside dozens of major licensing agreements. Notable deals included Hospira ($17.1 billion) Anacor ($4.8 billion), Medivation ($14.0 billion), and the acquisition of AstraZenecas small
molecule antibiotics business ($1.6 billion). Mr. Read also conceived and initiated potentially transformative acquisitions of AstraZeneca ($100 billion) and Allergan ($160 billion), which were highly influential in shaping the strategic
directions of both of those companies going forward. Finally, Mr. Read oversaw notable transformations in the culture and
performance of Pfizer. His efforts to create an ownership culture at the company laid the pathway for substantial improvements in productivity and employee retention and satisfaction, returning the organization to operational growth and
earning an industry-leading 85% colleague engagement score. Through culture-related initiatives and broader strategic initiatives, Mr. Read also led a transformation of the organizations R&D group from one of the least productive in
the industry to a top-tier capability, setting the stage for over 30 approvals and over 15 organically-developed potential blockbuster assets in
mid-to-late stage development by the end of his tenure.  7




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Mr. Read joined Pfizer as an operational auditor in 1978 and proceeded into roles of
increasing responsibility. As CEO of Brazil from 1992 through 1995, he oversaw a fully integrated business including a complex manufacturing organization, successfully launched four products, and grew sales from $100 million to
$330 million. Subsequently as President of Pharmaceuticals for Latin America and Canada from 1996 through 2001, he oversaw local development of Lipitor and Zithromax, and achieved 20% topline and 10% bottom-line growth, exceeding
$1 billion in sales. From 2002 to 2005 he was President of Pharmaceuticals for Europe and Canada, delivering high-single-digit revenue and profitability growth with revenue responsibility of more than $7 billion, while overseeing the
European integration of Farmacia. He also led a significant reorganization of the companys European operations, integrating operations at a regional level and simplifying in-country operations. From 2005 until his appointment as Chairman and CEO in 2010, Mr. Read took global responsibility for the companys $29 billion
pharmaceuticals business and became part of the global leadership team. He played a key role in the $68 billion acquisition of Wyeth and its integration into Pfizer, and architected a restructuring of the pharmaceuticals business into
independent, therapeutic area-aligned business units, integrating product development into each global business to ensure continuity of strategy and resource allocation through the innovation cycle. Business Strategy Competitive strengths We believe that our widely-respected capabilities as senior leaders, drug developers and commercial leaders in the biopharmaceuticals sector,
our extensive expertise in evaluating, investing in, and building companies in that sector, and our broad and deep network of relationships across the biopharmaceutical ecosystem will position us to source, analyze and execute a high-quality initial
business combination that delivers substantial value for our shareholders. Specifically, we plan to leverage our competitive strengths, including the following: 1. Long track record of biopharmaceutical industry expertise. Our co-founders and management
team, supported by our board of directors, bring a uniquely distinguished track record in a range of operational and strategic leadership capacities that we believe provide us with a strong competitive advantage and will be uniquely valuable for a
broad range of potential target companies. These capabilities include:  

Executive leadership and board governance. Our co-founders bring a
combined over 60 years of leadership experience of the biopharmaceutical industry, chairing boards of directors, overseeing corporate strategy devising and implementing restructuring initiatives, alongside major cultural and performance
transformations impacting thousands of colleagues.  

Highly efficient, high-quality life sciences product development. Our founders have extensive experience
overseeing R&D portfolio decisions and resourcing. Dr. Meanwell brings over 30 years of hands-on experience in drug development, designing, directing and reporting complex multidisciplinary programs
including animal pharmacology, toxicology, manufacturing development, human pharmacology and clinical trialsincluding large phase III and IV studies. At The Medicines Company alone, more than 20 large-scale trials enrolled an aggregate of more
than 90,000 patients, and led to 25 peer-reviewed publications in leading medical journals and eight new drug approvals by the FDA, with a 100% Phase III success rate. The inclisiran program enrolled over 18,000 patients, delivered multiple top-tier peer-reviewed articles, and was conducted at a total capital outlay 50-70% below industry benchmarks for similar programs.  

Advanced manufacturing development and supply chain management. Dr. Meanwell oversaw pioneering work
in large-scale manufacturing development and production of peptides, and of oligonucleotides at The Medicines Company and led regulatory activities which included Roche manufacturing. Mr. Read oversaw one of the largest manufacturing and supply
chain operations in the pharmaceutical industry.  

Deep regulatory expertise. During Dr. Meanwells tenure as Global Head of Regulatory affairs at
Roche, and subsequently during his leadership of The Medicines Company, he oversaw effective engagement with life sciences regulators in the United States, European Union, United Kingdom, Japan, China, and other major markets, including numerous new
drug approvals. Dr. Meanwell was an ad hoc advisor to President Obamas PCAST review of FDA organization and operations.  

Innovative commercialization and payer relationships. Mr. Read has overseen commercialization of some
of the largest pharmaceutical products in history. His deep experience and relationships with leaders of global payers and health systems will be available to a target as a resource. Dr. Meanwell, Mr. Visioli, Mr. Bernard, and
Mr. Cox collaboratively conceived, created, and negotiated a substantial, first-of-its-kind market access agreement with the
NHS England to treat at least 300,000 patients per year with inclisiran after its approval and to perform a 40,000 patient cardiovascular outcomes trial (to be conducted at unprecedented levels of efficiency through NHS England), and a landmark
manufacturing development agreement. This agreement provided a novel framework for a large health system to pre-commit to commercial supply in advance of approval.  

Corporate development and deal-making. Mr. Reads industry-leading experience overseeing and
architecting $88 billion in acquisition and divestiture deals will be a uniquely valuable resource to potential target companies which may seek  8




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collaborations with large pharmaceutical companies as a means of unlocking shareholder value. Dr. Meanwell led significant
buy-and-build activities as a core strategy of The Medicines Company. We believe their experiences and perspectives are synergistic with our management teams
recent experience operationalizing a $9.7 billion exit for shareholders of The Medicines Company. 2. Unique
vantage point on target opportunities. We believe that our management teams long track record of operational experience also brings a unique aptitude for effective analysis of target opportunities, and identification of value creation
opportunities which may not be apparent to others. The linkage of Mr. Reads and Dr. Meanwells networks, executive leadership experience and deep operational knowledge with the broader management teams analytic investment,
commercial strategy, and diligence experience will form a uniquely synergistic capability in this regard. 3. Deal access and deal
cultivation expertise.We believe that the extensive relationships of our founders, management team and board of directors with biopharmaceutical industry executives, biotechnology entrepreneurs, venture capitalists and private equity
executives, and academic and public sector leaders will provide ample access to attractive target opportunities, many of which will be proprietary and/or unavailable to other potential acquirers. 4. M&A and financing experience.Our founders and management team, supported by our board of directors, bring a combined
over $400 billion in structuring, negotiating, and executing M&A and related financing or investment transactions. We believe this experience positions us to effectively source, design and consummate a transaction on attractive terms for
our shareholders. Market and industry opportunity Our focus will be on the therapeutics sector of healthcare in the United States and other developed countries. We believe the therapeutics
sector, particularly the biotech sector, represents an enormous, growing market with a large number of potential target opportunities, backed by several major trends:  

Rising healthcare costs. Total U.S. health expenditures currently exceed $3.6 trillion, and the Centers
for Medicare and Medicaid Services has projected that total healthcare spending will grow at a 5.4% per year until 2028, when they are predicted to reach $6.2 trillion, or approximately 20% of U.S. Gross Domestic Product. We believe that the secular
growth in healthcare is driven by underlying factors that will continue to foster market expansion and, therefore, investment opportunitiesparticularly in technologies that can improve the overall return on healthcare investment for society.  

Shift from fee-for-service to
outcomes-based payment models. We believe that the U.S. healthcare market is in the midst of a broad shift from paying for activities and inputs to paying for outcomes, and that this shift will accelerate demand for new kinds of therapeutic
solutions that deliver reliable, quantifiable outcomes and improve the cost/quality dynamic at a population level. We believe this shift will also drive increased focus on therapeutic attributes not traditionally considered in clinical
developmentincluding adherence, patient satisfaction, and reductions in waste and medical errors. Finally, we believe that expanded focus on the social determinants of health, and on inequalities of healthcare outcomes, will drive demand for
differentiated therapeutic solutions that affordably and equitably distribute therapeutic benefit in a real-world setting.  

Expanded role of payers (insurers, employers and consumers) in therapeutic choices. While medical doctors
will continue to manage frontline care, we believe their scope of decision-making is diminishing as expectations of higher quality and greater efficiency of care grow. Consumer awareness of healthcare costs, demands for better performance from
employer sponsors, and expanded capitation schemes in Medicare mean that payers need greater coordination with therapeutic innovators before new products come to market, and greater input into shaping and prioritizing development-stage therapeutics.  

Shift toward external innovation in pharmaceutical R&D. Over recent years, the pharmaceutical industry
has increasingly shifted its research and development strategy towards external innovation through in-licensing transactions and strategic acquisitions. In 2019, biotechnology mergers and acquisitions, or
M&A, totaled $217.2 billion according to EvaluatePharma. We believe that large pharmaceutical companies will continue to externalize innovation to build capabilities and drive growth.  

Increased pace of global regulatory approvals. In addition to the considerable innovation capital being
deployed, regulators worldwide are coordinating their work and accelerating their processes of product review. For example, the U.S. Food and Drug Administration, or FDA, is taking steps to streamline its approval processes and facilitate new
approaches to bring product to market more efficiently. Near-simultaneous regulatory submissions in the U.S., Europe, Japan and China are becoming normal practice, accelerating uptake of innovative therapeutics. Furthermore, private companies are
partnering with the FDA and other government agencies to find innovative solutions to address the cost and quality challenges of clinical research. The number of new molecular entities approved by the FDAs Center for Drug Evaluation and Review
has increased substantially over the last 10 years from 24 in 2008 to 48 in 2019, after hitting a peak of 59 in 2018.  

Impact of COVID-19 responses on innovation in healthcare
ecosystem. We believe the global COVID-19 pandemic has reinforced the critical role of the biopharmaceutical industry in society, and accelerated a number of important, positive trends for value creation
in the industry, notably: 1) coordination and acceleration of research and development from discovery to  9




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human testing; 2) improved efficiency and quality of manufacturing, particularly for complex molecules; 3) a validation of innovative methods for highly efficient, fast-recruiting, large-scale
clinical trials; 4) an ongoing shift in the regulatory environment in favor of streamlined, sometimes provisional, approvals and innovative development strategies; and 5) a shift toward commercial
pre-commitments from major government and health systems for drug candidates that create substantial value for public health, in exchange for favorable pricing and guaranteed volume. More specifically, we have observed a significant dislocation of value in the biopharmaceutical industry, driven by a decades-long bias among
large pharmaceutical companies towards oncology and monogenic diseases. This bias has manifested in a striking structural shift. In 2000, the top ten pharmaceutical products generated approximately $36 billion in total global revenue and
addressed a total U.S. target population of approximately 112 million people, based on an analysis of data from Truven and Evaluate. In 2020, the top ten pharmaceutical products are projected to generate approximately $93 billion in total
global revenue and address a total target population of approximately 18 million people. This represents a sixteen-fold shift towards higher-priced therapeutics targeting narrower addressable populations away from the highly prevalent
conditions that continue to drive the largest health burden in major developed markets (i.e., cardiovascular disease, obesity, chronic respiratory conditions, complications of diabetes, and prevalent behavioral health and central nervous system
conditions). We believe this dislocation has been driven by two basic assumptions. First, that large-scale clinical trials are
prohibitively expensive to execute, and thus dilutive to overall project value. Second, that the market risk for large-scale clinical indicationsthose directed at a patient population of more than one millionis greater than for narrower
indications where a higher per-patient price can be supported. We believe that our decades of experience in large-scale drug development and payer engagement directly disproves both of these assumptions,
positioning us to unlock substantial value in potential targets in prevalent therapeutic categories that may be undervalued on a relative basis. Additionally, we believe that the increased concentration of leading biopharmaceutical companies in oncology and monogenic diseases leaves in
its wake a range of high-quality, potential blockbuster assets within large pharmaceuticals pipelines which are no longer core to company strategies. We plan to actively explore such assets in the context of a potential transaction. Finally, we believe that there are many benefits for private healthcare companies, particularly private biotech companies, to become publicly
traded, including greater access to capital, a broader investor base, and greater market awareness. The complexity of executing an initial public offering at a critical strategic juncture can create substantial risks, however, which we believe makes
acquisition by a special-purpose acquisition company led by a trusted, respected management team a preferred method of accessing the public markets due to increased deal certainty, transparency and efficiency. We also believe that the ability of a
target companys management to immediately leverage the deep and demonstrated sector expertise of our founders and management team is an advantage in sourcing opportunities, and will create compelling opportunities for value creation after the
initial business combination. We believe that there is unprecedented investor demand for IPOs in the biotechnology sector and that the COVID-19 pandemic has led to a renewed appreciation of the critical contributions the biotechnology sector makes to society, which in turn will continue to fuel investor demand. Between 2015 and 2019, more than
$170 billion has been raised by biotechnology companies in the U.S. public capital markets. This includes approximately $21 billion raised by companies across 183 initial public offerings. Moreover, of the approximately 14,000
biotechnology companies operating globally, only a small fraction are publicly traded. Acquisition Strategy Initial business combination criteria We
have developed the following high-level, non-exclusive and non-exhaustive criteria to further evaluate target businesses and technologies:  

Potential for substantial impact in population health. We believe a disproportionate share of the most
attractive long-term opportunities in the biopharmaceutical pipeline are in technologies that bring differentiated solutions to the leading preventable causes of morbidity and mortality for major governments and health systems. We believe these
opportunities will also align with the objectives of a growing number of investors interested in environmental, social, governance (ESG) issues.  

Attractive valuation and path to near-term value creation. We are seeking to acquire a business at an
attractive valuation, with a clear path for further de-risking of one or more pivotal technologies, to unlock near-to-medium term
market value. We are seeking to stabilize the capital structure of the acquired business, inclusive of debt, in a manner that is conservative and aligned to the
medium-to-long-term objectives of the business.  

Manageable clinical development risk. We generally prioritize targets whose technology has already
achieved clinical proof of concept and reflects clear-cut anticipated biopharmaceutical effects. We believe our founders and management teams operational experience selecting and developing assets,
along with our expert networks in industry and among opinion leaders in medicine and academia, position us to effectively assess scientific and clinical risk for new biopharmaceutical product candidates.  10




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

Ability of our founders, management team, and PHP to unlock value. We prioritize businesses where our
operating expertise and networks are disproportionately poised to unlock valuefor example, businesses that would benefit from operationalizing large-scale late-stage clinical trials or entering into population-scale agreements with major
payers or health systems. Our goal is to acquire a business that will be substantially more valuable as a public entity with our founders and management team involved than it would be in a comparable transaction with a purely financial acquirer.  

Value to consumers, global payers and health systems. We prioritize therapeutics that can meet or exceed
increasing global expectations for value in healthcare by delivering better overall outcomes and improved cost performance. We will leverage PHPs and our founders relationships with payer and health system leaders as an important source
of input in validating and conducting diligence on targets in this regard.  

Target management team. We view target management teams in two broad categories:  1.
Targets with well-qualified, effective management teams open to support from PHP. Our priority will be
to acquire businesses with a strong leadership team whose incentives are aligned to those of our equity-holders, and who would also benefit from our expertise and network. We view this as the most likely scenario.  2.
Targets with management teams that require augmentation or a
ground-up rebuild. An advantage of the network and operational capabilities of our founders and PHP is our ability to rapidly stand-up an industry-leading
operational capability, if relevant and accretive to an attractively-priced transaction. We view this scenario as less likely. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target
business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this
report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission. Initial Business Combination Nasdaq
rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in
the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of signing the agreement to enter into the initial business
combination. We refer to this as the 80% net assets test. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an
affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or accounting firm with respect to the
satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a
partner business or businesses, it may be unable to do so if it is less familiar or experienced with the partner companys business, there is a significant amount of uncertainty as to the value of the companys assets or prospects,
including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and our board of directors determines that outside expertise
would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information
regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders; however, if required under applicable law, any proxy statement that we
deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. We anticipate
structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the partner business or businesses. We may, however,
structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the partner business in order to meet certain objectives of the partner management team or
shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner business or otherwise acquires a
controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or
acquires 50% or more of the voting securities of the partner business, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the
partner business and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests
of a partner business. In this case, we would acquire a 100% controlling interest in the  11




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partner business. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own
less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one partner business, the 80% of net assets test will be
based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, our sponsor has indicated a potential interest to purchase our shares in a private placement that would occur concurrently with
the consummation of our initial business combination. It is expected that the capital from any such private placement, if made, would be used as part of the consideration to the sellers in our initial business combination, and any excess capital
from any such private placement would be used for working capital in the post-transaction company. Sponsor is under no obligation to buy any such shares and we are not under any obligation to sell any such shares. Such investment would be made on
terms and conditions determined at the time of the business combination. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of our shareholders in the combined company
may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement, the private placement will
result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of our initial public offering. Other Considerations We are not
prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company
that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation
or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Our officers and members of our board of directors directly or indirectly own founder shares and/or private placement warrants and,
accordingly, may have a conflict of interest in determining whether a particular partner business is an appropriate business with which to effectuate our initial business combination. Further, each of 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 or directors were to be included by a partner business as a condition to any agreement with respect to our initial business
combination. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business
combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and
contractual duties to other entities, including without limitation, any future special purpose acquisition companies we expect they may be involved in and investment funds, accounts, co-investment vehicles and
other entities such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or
contractual obligations (including, without limitation, any future special purpose acquisition companies we expect they may be involved in and any other investment vehicles), then he or she may be required to honor such fiduciary or contractual
obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. To address the matters
set out above our amended and restated memorandum and articles of association provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in any business
combination opportunity which may be a corporate opportunity for both us and Population Health Partners or its affiliates and any companies in which Population Health Partners or its affiliates and any companies in which Population Health Partners
or such entities have invested about which any of our officers or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association will contain
provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or
failing to present such business opportunity. In addition, our founders, officers and directors are not required to commit any specified
amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In
particular, in the future we expect certain of our officers and directors may be officers and/or directors of other future special purpose acquisition companies.  12




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Status as a Public Company We believe our structure will make us an attractive business combination partner to partner businesses. As an existing public company, we offer
a partner business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the partner business may, for example, exchange their
capital stock, shares or other equity interests in the partner business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the
consideration to the specific needs of the sellers. We believe partner businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public
offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that
may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business
combination is completed, the partner business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the partner business would then have greater access to capital, an additional means of providing management incentives consistent with
shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting
talented employees. While we believe that our structure and our founding teams backgrounds make us an attractive business partner,
some potential partner businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. We are an emerging growth company, as defined in the JOBS Act. We will remain an emerging growth company until the earlier of
(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are
deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the
date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation
S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30,
and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds
$700 million as of the prior June 30. Financial Position With funds available for a business combination immediately after our initial public offering in the amount of $172,500,000, exclusive of funds
held outside the trust account to meet our expected working capital requirements and after payment of the expenses of our initial public offering and before the payment of approximately $6,037,500 of deferred underwriting fees, we offer a partner
business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to
complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the
partner business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us. Effecting Our Initial Business Combination General We have not and are not presently engaged in any operations (other than to identify a suitable candidate for our initial business
combination), and we anticipate we will not engage in any operations during the period in which we pursue our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our initial public
offering and the sale of the private placements warrants in connection with our initial public offering, and our equity, debt or a combination of these, as the consideration to be paid in our initial business combination. We may seek to complete our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes,
including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies
or for working capital.  13




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Although our founding team will assess the risks inherent in a particular partner business
with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a partner business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to
control or reduce the chances that those risks will adversely affect a partner business. We 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. There are no prohibitions on our ability to issue securities or incur debt in connection with our
initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. Sources of partner businesses Our
process of identifying partner business candidates will leverage our founding teams unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and
management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we
believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, combined with their individual and collective reputations in the
investment community, will help to create prospective business combination opportunities. In addition, we anticipate that partner
business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Partner business candidates may be brought to our attention by such unaffiliated sources as a result of
being solicited by us through calls or mailings. These sources may also introduce us to partner businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this report and know what types
of businesses we are pursuing. Our officers and directors, as well as their affiliates, may also bring to our attention partner business candidates of which they become aware through their business contacts as a result of formal or informal
inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate engaging
the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finders fee, consulting fee or
other compensation to be determined in an arms length negotiation based on the terms of the transaction. We will engage a finder only to the extent our founding team determines that the use of a finder may bring opportunities to us that may
not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our founding team determines is in our best interest to pursue. Payment of a finders fee is customarily tied to completion of
a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any
finders fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of
our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finders fees or consulting fees from a prospective business combination partner in connection with a contemplated
acquisition of such partner by us. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our
sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context. Each of our officers and directors presently has, and
any of them in the future may have additional, fiduciary or contractual obligations to other entities, including any future special purpose acquisition companies we expect they may be involved in and entities that are affiliates of our sponsor,
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. 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 may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity.  14




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Evaluation of a partner business and structuring of our initial business combination In evaluating a prospective partner business, we expect to conduct a thorough due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we
determine to move forward with a particular partner, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to identify and evaluate a partner business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective partner business with which our initial business
combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our founding team, or any of their
respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our
sponsor. Lack of business diversification For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on
the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our
operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:  

subject us to negative economic, competitive and regulatory developments, any or all of which may have a
substantial adverse impact on the particular industry in which we operate after our initial business combination; and  

cause us to depend on the marketing and sale of a single product or limited number of products or services. Limited ability to evaluate the partners management team Although we intend to closely scrutinize the management of a prospective partner business when evaluating the desirability of effecting our
initial business combination with that business, our assessment of the partner businesss management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a
public company. Furthermore, the future role of members of our founding team, if any, in the partner business cannot presently be stated with any certainty. The determination as to whether any of the members of our founding team will remain with the
combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any
of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our founding team will have significant experience or knowledge relating to the operations of the
particular partner business. We cannot assure you that any of our key personnel will remain in senior management or advisory positions
with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the partner business.
We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Shareholders may not have the ability to approve our initial business combination We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. Under the rules of Nasdaq, shareholder approval would be required for our initial business combination if, for example:  

we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in
excess of 20% of the number of ordinary shares then issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding;  

any of our directors, officers or substantial security holders (as defined by the rules of Nasdaq) has a 5% or
greater interest, directly or indirectly, in the partner business or assets to be acquired and if the number of ordinary shares to be issued, or if the  15




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number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the
issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or  

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in
which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:  

the timing of the transaction, including in the event we determine shareholder approval would require additional
time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;  

the expected cost of holding a shareholder vote;  

the risk that the shareholders would fail to approve the proposed business combination; other time and budget
constraints of the company; and  

additional legal complexities of a proposed business combination that would be time consuming and burdensome to
present to shareholders. Permitted purchases and other transactions with respect to our securities 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, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following
the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors,
executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem
their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to
purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. In the event that our
sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial
business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any,
would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will be required to comply with such rules. The purpose of any such
transactions could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) satisfy a closing condition in an agreement with a
partner business that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public
warrants outstanding or vote such warrants or any matter submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business
combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our
Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national
securities exchange. Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with
whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A
ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they
would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such
shareholder has already submitted a proxy with respect to our initial business combination but only if  16




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such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select
which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under
the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will be restricted from
making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and
Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. 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 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 and not previously released to us to pay our income taxes, if any,
divided by the number of the then-outstanding public shares, subject to the limitations 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. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem
its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to
redeem its shares, if a business combination does not close. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private
placement warrants and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and
restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares or pre-initial business combination activity. Limitations on redemptions Our amended
and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5.0 million (so that we do not then become subject to the
SECs penny stock rules). However, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other
general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. 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 business combination exceed the aggregate amount of cash available to us, we will not
complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. 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) 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 requirements 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). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company 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 typically require shareholder approval. We currently intend to conduct
redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and
articles of association:  

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act,
which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and  17




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

file proxy materials with the SEC. In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of the shares voted at a general meeting of the company. In such case, our sponsor, members of our sponsors board of advisors and each member of our
founding team have agreed to vote their founder shares and public shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial shareholders founder shares,
we would need 6,468,751 or 37.5%, of the 17,250,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and
outstanding shares are voted). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed business combination or vote at all. In addition, our sponsor and our founding team have
entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the
completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24
months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated
memorandum and articles of association:  

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, which regulate issuer tender offers; and  

file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under
the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at
least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In
addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the
tender offer and not complete the initial business combination. Limitation on redemption upon completion of our initial business combination if we
seek shareholder approval 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 amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other
person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We
believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to
force us or our founding to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our
initial public offering could threaten to exercise its redemption rights if such holders shares are not purchased by us, our sponsor or our founding team at a premium to the then-current market price or on other undesirable terms. By limiting
our shareholders ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a partner that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.  18




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Tendering share certificates in connection with a tender offer or redemption rights Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street
name, are required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the
transfer agent electronically using The Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, at the holders option, in each case up to two business days prior to the initially scheduled vote to approve the business
combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which may
include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer
period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption
rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them
through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be
effectuated. The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in
connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders vote on an initial business combination, and a holder could simply vote against a proposed business combination and
check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her
certificate to verify ownership. As a result, the shareholder then had an option window after the completion of the business combination during which he or she could monitor the price of the companys shares in the market. If the
price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they
needed to commit before the general meeting, would become option rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the meeting ensures that a redeeming shareholders election to redeem is irrevocable once the business combination is approved. Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on
the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
partner until 24 months from the closing of our initial public offering. Redemption of public shares and liquidation if no initial business
combination Our amended and restated memorandum and articles of association provides that we have only 24 months from the closing of
our initial public offering to consummate an initial business combination. If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for
the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business
combination within 24 months from the closing of our initial public offering. Our amended and restated memorandum and articles of association provides that, if a resolution of the companys shareholders is passed pursuant to the Companies Law
of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days
thereafter, subject to applicable Cayman Islands law.  19




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Our sponsor and each member of our founding team have entered into an agreement with us,
pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of
our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of
our initial public offering). Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that
they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have
their shares redeemed 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 24 months from the closing of our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, unless we provide our public shareholders with the opportunity
to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net
tangible assets to be less than $5.0 million (so that we do not then become subject to the SECs penny stock rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that
we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether
proposed by our sponsor, any executive officer or director, or any other person. We expect that all costs and expenses associated with
implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to
pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose. If we were to expend all of
the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have
higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such
amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. Although we
seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective partner businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or
claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our founding team will perform an
analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our founding team believes that such third partys engagement would be significantly more beneficial to us
than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our founding team to be
significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us
waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for
services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and
(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest
that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the trust account nor will it
apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a
third party, our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our
sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsors only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will
indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.  20




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In the event that the proceeds in the trust account are reduced below the lesser of (i)
$10.00 per public share and the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net
of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its
indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual
value of the per-share redemption price will not be less than $10.00 per public share. We seek to
reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective partner
businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our
indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 from the proceeds of our initial public offering and the sale of the
private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it
is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors; however such liability will not be greater than the amount
of funds from our trust account received by any such shareholder. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the
amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside
the trust account would increase by a corresponding amount. If we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with
priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or
insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a
preferential transfer or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek to
recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to
claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do
not consummate an initial business combination within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A
ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if
we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or
interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholders voting in connection with the business combination alone will not result in a
shareholders redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and
articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. Competition In identifying, evaluating
and selecting a partner business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups  21




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and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and
effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger partner businesses is limited by our available
financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a partner business. Furthermore, our obligation to pay cash in connection with our public shareholders who properly exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain partner businesses. Either of these factors
may place us at a competitive disadvantage in successfully negotiating an initial business combination. Facilities We currently maintain our executive offices at One World Financial Center, New York, New York 10281. We consider our current office space
adequate for our current operations. Employees We currently have five executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they
intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a partner business has been
selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination. Legal proceedings There is no material
litigation, arbitration or governmental proceeding currently pending against us or any members of our founding team in their capacity as such.  Item 1A.
Risk Factors Risk Factor Summary An investment in our securities
involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in the report, before making a decision to invest in our securities. If any of the following events occur,
our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.  

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which
means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.  

If we seek shareholder approval of our initial business combination, our sponsor, members of our sponsors
board of advisors and each member of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.  

Your only opportunity to affect the investment decision regarding a potential business combination may be limited
to the exercise of your right to redeem your shares from us for cash.  

The ability of our public shareholders to redeem their shares for cash may make our financial condition
unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a partner.  

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares
may not allow us to complete the most desirable business combination or optimize our capital structure.  

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares
could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.  

The requirement that we consummate an initial business combination within 24 months after the closing may give
potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we approach our dissolution deadline,
which could undermine our ability to complete our business combination on terms that would produce value for our shareholders.  

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business
combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.  22




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

We are not required to obtain an opinion from an independent accounting or investment banking firm, and
consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.  

We may engage in a business combination with one or more partner businesses that have relationships with entities
that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.  

We may only be able to complete one business combination with the net proceeds of our initial public offering and
the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.  

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of
interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.  

Our executive officers and directors presently have, and any of them in the future may have additional, fiduciary
or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.  

Since our sponsor, executive officers and directors, will lose their entire investment in us if our initial
business combination is not completed (other than with respect to public shares they acquired during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination partner is
appropriate for our initial business combination.  

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your
interests, and your ability to protect your rights through the U.S. federal courts may be limited. We have identified a material
weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. Following the issuance of the SEC Staff Statement, on April 12, 2021, after consultation with our independent registered public accounting firm, our management
and our audit committee concluded that, in light of the SEC Staff Statement, it was appropriate to restate previously issued and audited financial statements as of and for the period ended December 31, 2020. Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal
controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  23




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As described in the First Amended Filing, we have identified a material weakness in our internal control
over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in November 2020. As a result of this material weakness, our management has
concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our derivative warrant liabilities, change in fair value of derivative warrant
liabilities, Class A ordinary shares subject to possible redemption, accumulated deficit and related financial disclosures as of and for the period from September 11, 2020 (inception) through December 31, 2020. For a discussion of managements
consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with the November 2020 initial public offering, see Note 2Restatement
of Previously Issued Financial Statements to the accompanying financial statements, as well as Part II, Item 9A: Controls and Procedures included in the First Amended Filing. As described elsewhere in this Amendment No. 2, we have identified a material weakness in our internal control over financial reporting related to the
Companys application of ASC 480-10-S99-3A to our accounting classification of the Public Shares and the calculation of earnings per share. As a result of this material weakness, our management has concluded that our internal control over
financial reporting was not effective as of December 31, 2020. Historically, a portion of our Class A ordinary shares subject to possible redemption was classified as permanent equity to maintain shareholders equity greater than $5 million on
the basis that the Company will not redeem its Class A ordinary shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the charter. Previously, we did not consider redeemable shares classified as
temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, we revised this interpretation to include temporary equity in net tangible assets. In addition, in connection
with the change in presentation for the Class A ordinary shares subject to possible redemption, we determined we should restate our earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This
presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of our Company. For a discussion of managements consideration of the material weakness
identified related to the Companys application of ASC 480-10 S99-3A to its accounting classification of the Class A ordinary shares subject to possible redemption, see Note 2 to the accompanying financial statements, as well as
Part II, Item 9A: Controls and Procedures included in this Annual Report. As described in Item 9A. Controls and Procedures, we
have concluded that our internal control over financial reporting was ineffective as of December 31, 2020 because material weaknesses existed in our internal control over financial reporting. We have taken a number of measures to remediate the
material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and
reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A ordinary shares
is listed, the SEC or other regulatory authorities. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to
execute our business strategies of issue shares to effect an acquisition. In either case, there could result a material adverse effect on our business. The existence of material weaknesses or significant deficiencies in internal control over
financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition, we will incur additional costs to remediate material weaknesses in our
internal control over financial reporting, as described in Item 9A. Controls and Procedures. We can give no assurance that the measures we
have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain
adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or
identify irregularities or errors or to facilitate the fair presentation of our financial statements. We are a recently incorporated company with no
operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. Because
we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more partner businesses. We have no plans, arrangements or understandings
with any prospective partner business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a
statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies (SPACs) (the SEC Statement). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to
those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our public warrants and private placement warrants, and determined to classify the warrants as derivative
liabilities measured at fair value, with changes in fair value each period reported in earnings. As a result, included on our balance
sheet as of December 31, 2020 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (ASC 815),
provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result
of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize
non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. Past performance by our
founding team or their affiliates may not be indicative of future performance of an investment in us. Information regarding
performance by, or businesses associated with, our founding team or their affiliates is presented for informational purposes only. Any past experience of and performance by our founding team or their affiliates, is not a guarantee either:
(1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical
record of our founding team or any of their affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business
combination even though a majority of our shareholders do not support such a combination. We may not hold a shareholder vote to
approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other
reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares
to a partner business as consideration in any business combination. Therefore, if we were structuring a business combination that
required us to issue more than 20% of our issued and outstanding ordinary shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, the decision as to whether we
will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in 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 otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding ordinary shares do not
approve of the business combination we consummate.  24




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Your only opportunity to affect the investment decision regarding a potential business combination may be
limited to the exercise of your right to redeem your shares from us for cash. Since our board of directors may complete a business
combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment
decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in
which we describe our initial business combination. If we seek shareholder approval of our initial business combination, our sponsor, members of our
sponsors board of advisors and each member of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our sponsor will own, on an as-converted basis, 20% of our issued and outstanding ordinary shares
immediately following the completion of our initial public offering. Our sponsor, members of our sponsors board of advisors and each member of our founding team also may from time to time purchase Class A ordinary shares prior to the
completion of our initial business combination. Our amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to
an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of the shares voted at a general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would
need 6,468,751 or 37.5%, of the 17,250,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding
shares are voted). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor, members of our sponsors board of advisors and our founding team to vote in favor of our initial business
combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. The ability of
our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner. We may seek to enter into a business combination transaction agreement with a prospective partner that requires as a closing condition that we
have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SECs penny stock rules). Consequently, if
accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the
related business combination and may instead search for an alternate business combination. Prospective partners will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most
desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business
combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large
number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may
involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The
per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in
trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The ability of our public shareholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of
the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount
per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.  25




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The requirement that we consummate an initial business combination within 24 months after the closing of
our initial public offering may give potential partner businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination partners, in particular as we
approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential partner business with which we enter into negotiations concerning a business combination will be aware that we must consummate an
initial business combination within 24 months from the closing of our initial public offering. Consequently, such partner business may
obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required time period with that particular partner business, we may be unable to complete our initial
business combination with any partner business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms
that we would have rejected upon a more comprehensive investigation. Our search for a business combination, and any partner business with which we
ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and the status of debt and equity markets. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout
the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a Public Health Emergency of International
Concern. On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to
COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a pandemic. The COVID-19 pandemic has and a significant outbreak of other infectious diseases could result in a
widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential partner business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19
continue to restrict travel, limit the ability to have meetings with potential investors or the partner businesss personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The
extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by
COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a partner business with which we ultimately
consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by
COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We may not be able to consummate an initial business combination within 24 months after the closing of our initial public offering, in which case we would
cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to
find a suitable partner business and consummate an initial business combination within 24 months after the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market
conditions, volatility in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues to grow both in the U.S. and globally and, while the extent of the
impact of the pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing
being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination
within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the trust account and not previously released to us to pay our
income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including
the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our  26




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amended and restated memorandum and articles of association provides that, if a resolution of the companys shareholders is passed pursuant to the Companies Law of the Cayman Islands to
commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable
Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to
purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. 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, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following
the completion of our initial business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions. In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated
transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to
(1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters
submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner that requires us to have a minimum net worth or a certain amount of cash at the
closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been
possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are
subject to such reporting requirements. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our
initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation
or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its
shares may not be redeemed. You do not have any rights or interests in funds from the trust account, except under certain limited circumstances.
Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public
shareholders are entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such
shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of
association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares or pre-initial business activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial public offering,
subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds
from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such
Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants do not have any right to the proceeds held in the trust account with
respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.  27




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Nasdaq may delist our securities from trading on its exchange, which could limit investors ability
to make transactions in our securities and subject us to additional trading restrictions. Although we expect to continue to meet the
minimum initial listing standards set forth in Nasdaqs listing standards, our securities may not continue to be listed on Nasdaq in the future or prior to the completion of our initial business combination. In order to continue listing our
securities on Nasdaq prior to the completion of our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders equity (generally
$2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination,
we are required to demonstrate compliance with Nasdaqs initial listing requirements, which are more rigorous than Nasdaqs continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For
instance, the share price of our securities would generally be required to be at least $4.00 per share and our shareholders equity would generally be required to be at least $5,000,000 and we would be required to have a minimum of 300 round-lot holders. We may not be able to meet those initial listing requirements at that time. If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:  

a limited availability of market quotations for our securities; reduced liquidity for our securities;  

reduced liquidity for our securities;  

a determination that our Class A ordinary shares are a penny stock which will require brokers
trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;  

a limited amount of news and analyst coverage; and  

a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states
from regulating the sale of certain securities, which are referred to as covered securities. Because our units and our Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants
qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is
a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank
check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in
their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. You are not entitled to protections normally afforded to investors of many other blank check companies. Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an
initial business combination with a partner business that has not been selected, we may be deemed to be a blank check company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000
upon the completion of our initial public offering and the sale of the private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet, demonstrating this fact, we are
exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means we will have a longer
period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the
trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a
group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. 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 amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering,
which we refer to as the Excess Shares,  28




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without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market
transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order
to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Because of our limited resources
and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which
may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and
have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or
more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous partner businesses we could potentially acquire with the net
proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain partner businesses that are sizable will be limited by our available financial resources. This
inherent competitive limitation gives others an advantage in pursuing the acquisition of certain partner businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our
initial business combination in conjunction with a shareholder vote or via a tender offer. Partner companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us
at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. If the net proceeds of our
initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount
available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination. Of the net proceeds of our initial public offering and the sale of the private placement warrants, only $1,000,000 was available to us
outside the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor, members of our founding team or any of their
affiliates will be sufficient to allow us to operate for at least the 24 months following the closing of our initial public offering; however, our estimate may not be accurate, and our sponsor, members of our founding team or any of their affiliates
are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a partner business. We could also
use a portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent designed to keep partner businesses from shopping around for transactions
with other companies or investors on terms more favorable to such partner businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we
paid for the right to receive exclusivity from a partner business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due
diligence with respect to, a partner business. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund
such excess with funds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from our sponsor, members of our founding team or any of their affiliates, the amount of funds we intend to be held outside
the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a
corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, members of our founding team or
any of their affiliates or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our founding team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such
advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination
entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other
than our sponsor, members of our founding team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do
not complete our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may
only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.  29




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Subsequent to our completion of our initial business combination, we may be required to take write-downs
or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your
investment. Even if we conduct due diligence on a partner business with which we combine, this diligence may not surface all material
issues with a particular partner business. In addition, factors outside of the partner business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down or
write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks
may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our
liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject
as a result of assuming pre-existing debt held by a partner business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the
business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the
business combination contained an actionable material misstatement or material omission. If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share. Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we seek to have all vendors,
service providers (excluding our independent registered public accounting firm), prospective partner businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to
any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account,
including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against
our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our founders will perform an analysis of the alternatives available to it and
will only enter into an agreement with a third party that has not executed a waiver if our founding team believes that such third partys engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team is unable to find a service
provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a
redemption right in connection with our initial business combination, we are required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement
between us, our officers and directors and our sponsor, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or
products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per
share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax
obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our
indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor
will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for
such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsors only assets are securities of our company. Our sponsor may not
be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.  30




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Since only holders of our founder shares will have the right to vote on the appointment of directors,
Nasdaq may consider us to be a controlled company within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. Prior to our initial business combination only holders of our founder shares will have the right to vote on the appointment of directors. As a
result, Nasdaq may consider us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an
individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:  

we have a board that includes a majority of independent directors, as defined under the rules of
Nasdaq;  

we have a compensation committee of our board that is comprised entirely of independent directors with a written
charter addressing the committees purpose and responsibilities; and  

we have a nominating and corporate governance committee of our board that is comprised entirely of independent
directors with a written charter addressing the committees purpose and responsibilities. We do not intend to
utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these
exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements. Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust
account available for distribution to our public shareholders. In the event that the proceeds in the trust account are reduced below
the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust
assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to
enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors
choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets
held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. The proceeds held in the trust account will 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. While short-term U.S. government treasury
obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the
Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated
memorandum and articles of association, our public shareholders are entitled to receive their pro rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to
complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public
shareholders may be less than $10.00 per share. If, after we distribute the proceeds in the trust account to our public shareholders, we file a
bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be
viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an
involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer
or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to
our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.  31




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If, before distributing the proceeds in the trust account to our public shareholders, we file a
bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an
involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in
connection with our liquidation may be reduced. If we are deemed to be an investment company under the Investment Company Act, we may be required to
institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:  

restrictions on the nature of our investments; and  

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial
business combination. In addition, we may have imposed upon us burdensome requirements, including:  

registration as an investment company with the SEC;  

adoption of a specific form of corporate structure; and  

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are
currently not subject to. In order not to be regulated as an investment company under the Investment Company Act,
unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading
investment securities constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to
operate the post-business combination business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive
investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the
proceeds held in the trust account may only be invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not
permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling
businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds
pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares or pre-initial business combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our initial
public offering, subject to applicable law and as further described herein. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company
Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business combination
within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.  32




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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely
affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may
be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of
operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and
results of operations. If we do not consummate an initial business combination within 24 months from the closing of our initial public offering, our
public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. If we do not consummate an
initial business combination within 24 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to
pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be
effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our
public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond 24 months from the closing
of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to
investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases
where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend
certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provides that, if a resolution of the companys shareholders is passed pursuant to the
Companies Law of the Cayman Islands to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business
days thereafter, subject to applicable Cayman Islands law. Our shareholders may be held liable for claims by third parties against us to the extent of
distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any
distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of
business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith,
thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons. We and our directors and officers who
knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable
for a fine of $18,293 and imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after the consummation of
our initial business combination. In accordance with Nasdaqs corporate governance requirements and our amended and restated
memorandum and articles of association, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. As an exempted company, there is no requirement under the
Companies Law for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with our founding team (and until
our initial business combination, public shareholders will have no ability to vote on the election of directors). Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class
(except for those directors appointed prior to our first annual general meeting) serving a three-year term. Holders of Class A ordinary shares
will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination. Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment
of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove
a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.  33




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We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the
Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to
expire worthless. We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities
Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and to
maintain the effectiveness of such registration statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the
provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements
contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we are required to permit holders
to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the
shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of
a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our
reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in
exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so
registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their
warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private
placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its transferees (which may
include our founding team) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no
effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received
had they been able to pay the exercise price of their warrants in cash. If we call the warrants for redemption for cash, we will have
the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no
effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875
public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder
would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential upside of the holders investment in our company because the warrant holder will hold a
smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. The warrants may become exercisable and redeemable
for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable
for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at
this time. Pursuant to the warrant agreement, the surviving company is required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business
combination. The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and
the future exercise of such rights may adversely affect the market price of our Class A ordinary shares. Pursuant to an agreement
that was entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial shareholders, and their permitted transferees can demand that we register the Class A ordinary shares into which founder
shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement  34




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warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial
business combination more costly or difficult to conclude. This is because the shareholders of the partner business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on
the market price of our securities that is expected when the securities owned by our initial shareholders or their permitted transferees are registered for resale. Because we are neither limited to evaluating a partner business in a particular industry sector nor have we selected any specific partner businesses with
which to pursue our initial business combination, you are unable to ascertain the merits or risks of any particular partner businesss operations. We may pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles
of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial business combination, we may be affected by numerous
risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the
business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular partner business, we may not properly ascertain or assess all of the
significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely
impact a partner business. An investment in our securities may not ultimately prove to be more favorable than a direct investment, if such opportunity were available, in a business combination partner. Accordingly, any holders who choose to retain
their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the
reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer
materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. We may seek
acquisition opportunities in industries or sectors which may or may not be outside of our founders area of expertise. We will
consider a business combination outside of our founders area of expertise if a business combination partner is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our
founding team endeavor to evaluate the risks inherent in any particular business combination partner, we may not adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will
not ultimately prove to be less favorable than a direct investment, if an opportunity were available, in a business combination partner. In the event we elect to pursue an acquisition outside of the areas of our founders expertise, our
founders expertise may not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas of our founders expertise would not be relevant to an understanding of the business that
we elect to acquire. As a result, our founding team may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following our initial business combination
could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a
duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained
an actionable material misstatement or material omission. Although we have identified general criteria that we believe are important in evaluating
prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have
attributes entirely consistent with our general criteria. Although we have identified general criteria for evaluating prospective
partner businesses, it is possible that a partner business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a partner that does not meet
some or all of these criteria, such combination may not be as successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business combination with a partner that does not meet
our general criteria, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a partner business that requires us to have a minimum net worth or a certain amount of
cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder
approval of our initial business combination if the partner business does not meet our general criteria. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.  35




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We are not required to obtain an opinion from an independent accounting or investment banking firm, and
consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
accounting firm or independent investment banking firm which is a member of FINRA that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of
our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our
initial business combination. We may issue additional Class A ordinary shares or preference shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would
dilute the interest of our shareholders and likely present other risks. Our amended and restated memorandum and articles of
association authorize the issuance of up to 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As
of March 30, 2021, there were 282,750,000 and 25,687,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount excludes shares reserved for issuance upon exercise of
outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business combination as
described herein and in our amended and restated memorandum and articles of association. There are no preference shares issued and outstanding. We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and
articles of association provides, among other things, that prior to the completion of our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or
(ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and
articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:  

may significantly dilute the equity interest of our shareholders, which dilution would increase if the
anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion
of the Class B ordinary shares;  

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights
senior to those afforded our Class A ordinary shares;  

could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may
affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;  

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting
rights of a person seeking to obtain control of us;  

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and  

may not result in adjustment to the exercise price of our warrants. Our initial shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination. The founder shares will automatically convert into Class A ordinary shares immediately following the consummation of our initial business
combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any
equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked  36




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securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement
warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one
to one. Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to
locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain
circumstances, on the liquidation of our trust account and our warrants will expire worthless. We anticipate that the investigation of
each specific partner business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and
others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific partner
business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect
subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less
in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. We may be a passive foreign investment
company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors. If we are a PFIC
for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this report captioned TaxationUnited States Federal Income Tax ConsiderationsU.S. Holders) of our
Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend
on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to
uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any
subsequent taxable year. Moreover, our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide
to a U.S. Holder such information as the Internal Revenue Service (IRS) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a qualified electing fund
election, but there can be no assurance that we will timely provide such required information, and such election would in any event be unavailable with respect to our warrants. We urge U.S. investors to consult their tax advisors regarding the
possible application of the PFIC rules. We may reincorporate in another jurisdiction in connection with our initial business combination and such
reincorporation may result in taxes imposed on shareholders. We may, in connection with our initial business combination and subject
to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in which the partner company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize
taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant
holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our
assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights. It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States
and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our
directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. In particular, there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and
enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in
the Cayman Islands or any other applicable jurisdictions courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.  37




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We are dependent upon our executive officers and directors and their loss could adversely affect our
ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our executive
officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required
to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due
diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or
executive officers could have a detrimental effect on us. Our ability to successfully effect our initial business combination and to be successful
thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our
post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our
key personnel. The role of our key personnel in the partner business, however, cannot presently be ascertained. Although some of our key personnel may remain with the partner business in senior management or advisory positions following our initial
business combination, it is likely that some or all of the management of the partner business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our
assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar
with such requirements. Our key personnel may negotiate employment or consulting agreements with a partner business in connection with a particular
business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. 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 a particular business combination is the most advantageous. Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive
compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnels retention or resignation a condition
to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a partner business. In addition, pursuant to an agreement to be entered into on or prior to the closing of
our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered
by the registration and shareholder rights agreement, which is described under the section of this report entitled Description of SecuritiesRegistration and Shareholder Rights. We may have a limited ability to assess the management of a prospective partner business and, as a result, may affect our initial business combination with
a partner business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating
the desirability of effecting our initial business combination with a prospective partner business, our ability to assess the partner businesss management may be limited due to a lack of time, resources or information. Our assessment of the
capabilities of the partner businesss management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the partner businesss management not possess the skills,
qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following our initial
business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination
partners key personnel could negatively impact the operations and profitability of our post-combination business. The role of an
acquisition candidates key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidates management team will remain
associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.  38




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Our executive officers and directors allocate their time to other businesses thereby causing conflicts of
interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our executive officers and directors are not required to, and do 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
executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our
independent directors also serve as officers and board members for other entities. If our executive officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their
current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities,
including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more
businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a
business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential
partner business may be presented to another entity prior to its presentation to us. In addition, our founders and our directors and
officers expect in the future to become affiliated with other public blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential partner business may be presented to such other blank check companies, prior to its presentation to us. Our amended and restated memorandum
and articles of association will provide that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business combination opportunity which may be a corporate
opportunity for both us and another relevant entity, including any entities managed by Population Health Partners or its affiliates and any companies in which Population Health Partners or such entities have invested, about which any of our officers
or directors acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent
permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests. We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates
from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a
partner business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a partner business and completing a business combination. Consequently, our directors and officers
discretion in identifying and selecting a suitable partner business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our best interests. If
this were the case, and the directors fail to act in accordance with their fiduciary duties to us as a matter of Cayman Islands law, we may have a claim against such individuals. However, we might not ultimately be successful in any claim we may
make against them for such reason. We may engage in a business combination with one or more partner businesses that have relationships with entities
that may be affiliated with our sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest. In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more
businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities. Our sponsor and our officers and directors may sponsor or form other special
purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities.
Our sponsor, officers and directors  39




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are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive
discussions concerning a business combination with any such entity or entities. Although we are not specifically focusing on, or pursuing, any transaction with any affiliated entities, we will pursue such a transaction if we determine that such
affiliated entity meets our criteria for a business combination and such transaction is approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm
which is a member of FINRA or an independent valuation or accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our
sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any
conflicts of interest. Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination
is not completed (other than with respect to public shares they acquired after our initial public offering), a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business
combination. On September 17, 2020, our sponsor paid $25,000, or approximately $0.0058 per share, to cover for certain offering
costs in consideration for 4,312,500 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per-share price of the
founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased
3,633,333 warrants, at a price of $1.50 per warrant in a private placement which occurred concurrently with the closing of our initial public offering, for an aggregate purchase price of $5,450,000. If we do not consummate an initial business within
24 months from the closing of our initial public offering, the private placement warrants (and the underlying securities) will expire worthless. The personal and financial interests of our executive officers and directors may influence their
motivation in identifying and selecting a partner business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline for our consummation of an initial business combination. We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and
financial condition and thus negatively impact the value of our shareholders investment in us. Although we have no commitments
as of the date of this report to issue any notes or other debt, or to otherwise incur debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed
that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount
available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects,
including:  

default and foreclosure on our assets if our operating revenues after an initial business combination are
insufficient to repay our debt obligations;  

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;  

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;  

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to
obtain such financing while the debt is outstanding;  

our inability to pay dividends on our Class A ordinary shares;  

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the
funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;  

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in
which we operate;  

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse
changes in government regulation; and  40




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

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt
service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. We may only be able to complete one business combination with the net proceeds of our initial public offering and the sale of the private placement
warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Of the net proceeds from our initial public offering and the sale of the private placement warrants, immediately after our initial public
offering, $172,500,000 was available to complete our initial business combination (exclusive of funds held outside the trust account to meet our expected working capital requirements and after the payment of the expenses of our initial public
offering and before the payment of approximately $6,037,500 of deferred underwriting fees). We may effectuate our initial business
combination with a single partner business or multiple partner businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one partner business because of
various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several partner businesses
as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would
not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas
of a single industry. Accordingly, the prospects for our success may be:  

solely dependent upon the performance of a single business, property or asset; or  

dependent upon the development or market acceptance of a single or limited number of products, processes or
services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or
all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective partners, which may hinder our ability to complete our initial
business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we
determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business
combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt
to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination
with a company that is not as profitable as we suspected, if at all. Our founding team may not be able to maintain control of a partner business after
our initial business combination. Upon the loss of control of a partner business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares
will own less than 100% of the equity interests or assets of a partner business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the
partner or otherwise acquires a controlling interest in the partner business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such
criteria. Even if the post-business combination company owns 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the
post-business combination company, depending on valuations ascribed to the partner and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange
for all of the outstanding capital stock, shares or other equity interests of a partner.  41




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In this case, we would acquire a 100% interest in the partner. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior
to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single
person or group obtaining a larger share of the companys shares than we initially acquired. Accordingly, this may make it more likely that our founding team will not be able to maintain control of the partner business. We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or
prevent us from achieving our desired results. We may seek business combination opportunities with large, highly complex companies
that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate. To the extent we complete our initial business combination with a large complex business or entity with a
complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our founding team will endeavor to
evaluate the risks inherent in a particular partner business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our
desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no
ability to control or reduce the chances that those risks and complexities will adversely impact a partner business. Such combination may not be as successful as a combination with a smaller, less complex organization. We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial
business combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and
articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5.0 million (so that we do not
then become subject to the SECs penny stock rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have
redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately
negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. 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 business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and
other governing instruments, including their warrant agreements. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial
business combination that our shareholders may not support. In order to effectuate a business combination, blank check companies have,
in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds,
extended the time to consummate a business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and
articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who
attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or
any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association will require us
to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial
business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in our initial public offering, we would register, or seek an exemption from registration for,
the affected securities.  42




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The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the
approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check
companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support. Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to a companys pre-business combination activity, without approval by a certain percentage of the companys shareholders. In those companies, amendment of these provisions typically
requires approval by between 90% and 100% of the companys shareholders. Our amended and restated memorandum and articles of association provides that any of its provisions related to pre-business
combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide
redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general
meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our
amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who collectively beneficially owned 20% of our Class A ordinary shares
upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a
result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check
companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association. Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary
shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not
have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of this agreement. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to
applicable law. Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval. Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and
private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval (although releasing
the parties from the restriction not to transfer the founder shares for 180 days following the date of our initial public offering will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment
to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any
such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a partner business,
which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain
circumstances, on the liquidation of our trust account and our warrants will expire worthless. Although we believe that the net
proceeds of our initial public offering and the sale of the private placement warrants are sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective partner business we cannot ascertain the
capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the
depletion of the available net proceeds in search of a partner business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of
negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business  43




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combination. Such financing may not be available on acceptable terms, if at all. The current economic environment may make difficult for companies to obtain acquisition financing. To the extent
that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative partner
business candidate. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the partner business. The
failure to secure additional financing could have a material adverse effect on the continued development or growth of the partner business. None of our officers, directors or shareholders is required to provide any financing to us in connection with
or after our initial business combination. Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on
actions requiring a shareholder vote, potentially in a manner that you do not support. Our initial shareholders (together with members
of our advisory board) own, on an as-converted basis, 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase additional Class A ordinary shares in the aftermarket or in privately negotiated
transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this report. Factors that would be
considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three
classes, each of which serves for a term of three years with only one class of directors being elected in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in
which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our staggered board of directors, only a minority of
the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors and to
remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of our sponsor. We may amend the terms of the warrants in a manner that
may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and
the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval. Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake, including to conform the provisions of the
warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this report, but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such
amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement
warrants. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the
exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless. A provision of our warrant agreement may make it more difficult for
us to consummate an initial business combination. If (x) we issue additional Class A ordinary shares or equity linked
securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as
applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
our initial business combination, and (z) the volume-weighted average trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which we consummate our initial business
combination (such price, the Market Value) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $10.00 and $18.00 per share redemption
trigger prices of the warrants will be adjusted (to the nearest cent) to be equal to 100% and 180% of the Market Value, respectively. This may make it more difficult for us to consummate an initial business combination with a partner business.  44




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Our warrant agreement designates the courts of the State of New York or the United States District Court
for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial
forum for disputes with our company. Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding
or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring
any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant
agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a foreign action) in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement
action), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant
holders ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or
unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business,
financial condition and results of operations and result in a diversion of the time and resources of our founding team and board of directors. We may
redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by
us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to
(i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or
(iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private placement warrants will be
redeemable by us so long as they are held by our sponsors or their permitted transferees. In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our Class A ordinary shares
determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their
warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of our Class A
ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Our warrants may have an adverse effect on the
market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination. We issued
public warrants to purchase 5,750,000 of our Class A ordinary shares and, simultaneously with the closing of our initial public offering, we issued in a private placement 3,633,333 warrants, at a price of $1.50 per warrant. In addition, if the
sponsor makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. Our public warrants are also redeemable by us for Class A
ordinary shares. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary  45




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shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a partner business. Such warrants, when exercised, will increase the number of issued and outstanding
Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of
acquiring the partner business. Because each unit contains one-third of one warrant and only a whole warrant
may be exercised, the units may be worth less than units of other blank check companies. Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants were issued upon separation of the units, and only whole units trade. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose
units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the
warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive
merger partner for partner businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. Because we must furnish our shareholders with partner business financial statements, we may lose the ability to complete an otherwise advantageous initial
business combination with some prospective partner businesses. The federal proxy rules require that a proxy statement with respect to
a vote on our proposed business combination include historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting
standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential partner businesses we may acquire because some partners may be unable to provide such statements in time for us to disclose such
statements in accordance with federal proxy rules and complete our initial business combination within 24 months from the closing of our initial public offering. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions
from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with
other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the
JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to
comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of
holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We
could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by
non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether
investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower
than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.  46




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Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of
Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior
June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds
$700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial
and management resources, and increase the time and costs of completing an acquisition. Section 404 of the Sarbanes-Oxley Act
requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2020. Only in the event we are deemed to be a large
accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a partner business with which we seek to complete our
initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition. Because we are incorporated under the laws of the Cayman Islands, you
may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs and the rights of shareholders are governed by our amended and restated memorandum and articles of association, the
Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the
directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in
part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a
different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing
to initiate a shareholders derivative action in a Federal court of the United States. Shareholders of Cayman Islands exempted companies
like the Company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of
association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the
information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. We have been advised by Walkers, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or
enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose
liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the
merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in
the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman
Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.  47




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As a result of all of the above, public shareholders may have more difficulty in protecting
their interests in the face of actions taken by our founding team, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be
willing to pay in the future for our Class A ordinary shares and could entrench our founding team. Our amended and restated
memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability
of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to
our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of our founding team and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our
securities. Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial
loss. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including
those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or
misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may
not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our
business and lead to financial loss. Risks associated with acquiring and operating a business in foreign countries If we pursue a partner company with operations or opportunities outside of the United States for our initial business combination, we may face additional
burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our
operations. If we pursue a partner a company with operations or opportunities outside of the United States for our initial business
combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign
jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with
companies operating in an international setting, including any of the following:  

costs and difficulties inherent in managing cross-border business operations;  

rules and regulations regarding currency redemption;  

complex corporate withholding taxes;  

laws governing the manner in which future business combinations may be effected;  

exchange listing and/or delisting requirements;  

tariffs and trade barriers;  

regulations related to customs and import/export matters;  

local or regional economic policies and market conditions;  

unexpected changes in regulatory requirements;  

longer payment cycles;  

tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;  48




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

currency fluctuations and exchange controls;  

rates of inflation;  

challenges in collecting accounts receivable;  

cultural and language differences;  

employment regulations;  

underdeveloped or unpredictable legal or regulatory systems;  

corruption;  

protection of intellectual property;  

social unrest, crime, strikes, riots and civil disturbances;  

regime changes and political upheaval;  

terrorist attacks, natural disasters and wars; and  

deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial
business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. If our founding team following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and
resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial business combination,
our founding team may resign from their positions as officers or directors of the company and the management of the partner business at the time of the business combination will remain in place. Management of the partner business may not be familiar
with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time consuming and could lead to various
regulatory issues which may adversely affect our operations. After our initial business combination, substantially all of our assets may be located in
a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social
conditions and government policies, developments and conditions in the country in which we operate. The economic, political and social
conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be
sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain
industries could materially and adversely affect our ability to find an attractive partner business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that partner business to
become profitable. Exchange rate fluctuations and currency policies may cause a partner business ability to succeed in the international markets
to be diminished. In the event we acquire a non-U.S. partner, all revenues and income would
likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions
fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any partner business or, following
consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a
partner business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.  49




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We may reincorporate in another jurisdiction in connection with our initial business combination, and the
laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights. In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation
and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs
and the risk of non-compliance. We are subject to rules and regulations by various governing
bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply
with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination partner.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding
compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business
may be harmed.  Item 1B.
Unresolved Staff Comments None.  Item 2.
Properties We maintain our principal executive offices at One World Financial Center, New York, NY 10281. We consider our current office space adequate
for our current operations.  Item 3.
Legal Proceedings To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in
their capacity as such or against any of our property.  Item 4.
Mine Safety Disclosures Not applicable. PART II  Item 5.
Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities (a) Market Information Our units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols PHICU, PHIC and
PHICW, respectively. Our units commenced public trading on November 18, 2020. Our Class A ordinary shares and warrants began trading separately on January 8, 2021. (b) Holders On
March 25, 2021, there was one holder of record of our units, one holder of record of our Class A ordinary shares, seven holders of record of our Class B ordinary shares and two holders of record of our warrants. (c) Dividends We have
not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and
earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of
our board of directors at such time, and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we incur any indebtedness in connection with a business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.  50




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(d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph Not applicable. (f)
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings. On September 17, 2020, Population Health
Investment Holding, Inc., our sponsor, paid $25,000, or approximately $0.0058 per share, for 4,312,500 shares of our Class B ordinary shares. Such securities were issued in connection with our organization pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of
Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of Population Health Investment Holding, Inc. is to act as the companys sponsor in connection with our initial
public offering. Our sponsor, pursuant to a written agreement, purchased 3,633,333 warrants, at a price of $1.50 per warrant in a private
placement which occurred concurrently with the closing of our initial public offering for an aggregate purchase price of $5,450,000 that closed simultaneously with the closing of our initial public offering. These issuances were made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid
with respect to such sales. Use of Proceeds On November 20, 2020, we consummated our initial public offering of 17,250,000 Class A ordinary shares, including 2,250,000
Class A ordinary shares issued as a result of the underwriters full exercise of their over-allotment option, at an offering price of $10.00 per share, generating gross proceeds of $172,500,000. J.P. Morgan Securities, LLC acted as book running
manager in the initial public offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No.
333-249756), which the SEC declared effective on November 17, 2020. Substantially concurrently
with the closing of the initial public offering, we consummated the private placement to our sponsor of 3,633,333 private placement warrants, at a price of $1.50 per warrant, generating gross proceeds of $5,450,000. In connection with the initial public offering, we incurred offering costs of approximately $10,200,000 (including deferred underwriting
commissions of approximately $6,000,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion,
which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $172,500,000 of the net proceeds from our initial public offering and certain of the proceeds from the
private placement of the private placement warrants to our sponsor (or $10.00 per unit sold in the initial public offering) was placed in the trust account and is invested as described elsewhere in this Annual Report on Form 10-K/A. There has been no material change in the planned use of proceeds from the initial public
offering and private placement as is described in our final prospectus related to the initial public offering. For a description of the planned use of the proceeds generated from the initial public offering and private placement, see Item 1.
Business. (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.  Item 6.
Selected Financial Data Not applicable.  Item 7.
Managements discussion and analysis of financial condition and results of operations References to the Company, Population Health Investment Co., Inc., our,
us or we refer to Population Health Investment Co., Inc. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial statements
and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.  51




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Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K/A includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would,
expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions Such statements include, but are not limited to, possible
business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact
included in this Form 10-K. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and
Exchange Commission (SEC) filings. In this Amendment No. 2 (Amendment No. 2) to the Annual Report on Form
10-K of Population Health Investment Co., Inc. (the Company) for the fiscal year ended December 31, 2020, we are restating our audited financial statements as of December 31, 2020, and for the period from September 11, 2020 (inception)
through December 31, 2020 and the audited balance sheet issued in connection with our initial public offering on November 20, 2020 (the Initial Public Offering). In preparation of our financial statements as of and for quarterly period ended September 30, 2021, we concluded we should restate our
previously filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staffs guidance on redeemable equity instruments in ASC 480-10-S99, redemption
provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. We had previously classified a portion of its Class A ordinary shares in permanent equity, or total
shareholders equity. Although we did not specify a maximum redemption threshold, our charter currently provides that we will not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
Previously, we did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, we revised this interpretation to include
temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, we determined we should restate our earnings per share calculation to allocate income
and losses shared pro rata between the two classes of shares. This presentation contemplates an initial business combination as the most likely outcome, in which case, both classes of shares share pro rata in our income and losses. After further consideration of the impact of the error that led to the revised September 30, 2021 financial statements, on December 16, 2021,
the Companys management and the audit committee of the Companys board of directors (the Audit Committee) concluded that the Companys previously issued (i) audited balance sheet as of November 20, 2020 (the Post
IPO Balance Sheet), as previously restated in Amendment No. 1 to the Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2020, as filed with the SEC on May 19, 2021 (the First Amended Filing), (ii)
audited financial statements for the period ended December 31, 2020 included in the First Amended Filing, (iii) unaudited interim financial statements included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2021, filed with the SEC on May 24, 2021 and reported as revised in the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 ( the Original Q3 Form 10-Q), (iv) unaudited interim financial
statements included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 and reported as revised in the Companys Original Q3 Form 10-Q, and (v) footnote 2 to
the unaudited interim financial statements and Item 4 of Part 1 included in the Companys Original Q3 Form 10-Q (collectively, the Affected Periods), should be restated to report all public shares as temporary equity and should no
longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods in (i) this Form 10-K/A with respect to the Post IPO Balance Sheet and the Companys audited financial statements for the period ended
December 31, 2020 included in the First Amended Filing and (ii) a Form 10-Q/A for the quarterly period ended September 30, 2021 with respect to its unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and
September 30, 2021. The Companys management has concluded that a material weakness remains in the Companys internal control
over financial reporting and that the Companys disclosure controls and procedures were not effective. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect
to the proper accounting and classification of complex financial instruments. For more information, see Item 9A included in this Annual Report on Form 10-K/A. The restatement is more fully described in Note 2 of the notes to the financial statements
included herein. Overview We are a
blank check company incorporated on September 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses or entities. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. Our Sponsor is Population Health Investment Holding, Inc., a Cayman Islands exempted company. Our registration statement for the Initial
Public Offering became effective on October 21, 2020. On November 20, 2020, we consummated the Initial Public Offering of 17,250,000 units (the Units and, with respect to the Class A ordinary shares included in the Units,
the Public Shares), including 2,250,000 additional Units to cover over-allotments (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of
approximately $10.2 million, inclusive of approximately $6.0 million in deferred underwriting commissions. Simultaneously with
the closing of the Initial Public Offering, we consummated the private placement (Private Placement) of 3,633,333 warrants (each, a Private Placement Warrant and collectively, the Private Placement Warrants),
at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $5.5 million. Upon
the closing of the Initial Public Offering and the Private Placement, $172.5 million($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the
Trust Account), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities within the meaning of Section 2(a)(16) of the
Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. If we have not completed a Business Combination within 24 months from the closing of the Initial Public Offering, or November 20, 2022
(the Combination Period), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the Trust Account and not previously
released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of
directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Liquidity and Capital Resources At December 31, 2020, we had $0.7 million in cash and working capital of approximately $1.1 million. Prior to the completion of the Initial Public Offering, our liquidity needs had been satisfied by a contribution of $25,000 from our Sponsor
to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of $300,000 from our Sponsor pursuant to a promissory note (Note), and the proceeds from the consummation of the Private Placement not held
in the Trust Account. As of December 31, 2020, the Note remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide us working capital
loans. To date, there were no amounts outstanding under any working capital loan.  52




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Based on the foregoing, our management believes that we will have sufficient working capital
and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and
evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and
consummating the Business Combination. Results of Operations Our entire activity from inception up to December 31, 2020 was in preparation for our formation and the preparation of our Initial Public
Offering. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest. For the period from September 11, 2020 (inception) through December 31, 2020, we had a net loss of approximately $2.1 million, which
consisted of approximately $1.5 million loss from changes in fair value of derivative warrant liabilities, general and administrative expenses of approximately $248,900 and transaction costs  derivative liabilities of approximately $0.4
million, partly offset by approximately $200 of net gain from investments held in the Trust Account. As a result of the restatement
described in Note 2 of the notes to the financial statements included herein, we classify the warrants issued in connection with our Initial Public Offering and Private Placement as liabilities at their fair value and adjust the warrant instruments
to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. For the period from November 20, 2020
(inception) through December 31, 2020, the change in fair value of warrants was an increase of $1.5 million. Contractual Obligations Registration Rights The holders of
Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the
exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to
make up to three demands, excluding short form demands, that we register such securities. These holders will be entitled to certain demand and piggyback registration rights. We will bear the expenses incurred in connection with the
filing of any such registration statements. Underwriting Agreement We granted the underwriters a 45-day option from the final prospectus relating to
the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 20, 2020, the underwriters fully
exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $3.5 million
in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $6.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will
become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Critical Accounting Policies and Estimates Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders equity. Our Class A ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events, Accordingly, at December 31, 2020, a total of 17,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity,
outside of the shareholders equity section of the Companys balance sheet. Under ASC 480-10-S99, the Company has elected to
recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were
also the redemption date of the security. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A
ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.  53




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Derivative Warrant liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial
instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. We
issued 5,750,000 warrants to purchase Class A ordinary shares to investors in our Initial Public Offering and issued 3,633,333 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with
ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised,
and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement have been measured at fair value using a Monte Carlo simulation model. Net Income (Loss) Per Ordinary Share We have two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two
classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. We do not consider the effect of the warrants sold in the Initial Public
Offering and the Private Placement, to purchase an aggregate of 9,383,333 of the Companys Class A ordinary shares in the calculation of diluted income (loss) per share, since their exercise is contingent upon future events and their
inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period. Accretion associated with the Class A ordinary shares subject to
possible redemption is excluded from earnings per share as the redemption value approximates fair value.  54




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Recent Accounting Pronouncements Our management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted,
that would have a material effect on our financial statements. Off-Balance Sheet Arrangements As of December 31, 2020, we did not have any off-balance sheet arrangements as defined
in Item 303(a)(4)(ii) of Regulation S-K. JOBS Act The Jumpstart Our Business Startups Act of 2012 (the JOBS Act) contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an emerging growth company and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not
publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is
required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements
provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditors
attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required
of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding
mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related
items such as the correlation between executive compensation and performance and comparisons of the CEOs compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our
Initial Public Offering or until we are no longer an emerging growth company, whichever is earlier.  Item 7A.
Quantitative and Qualitative Disclosures About Market Risk. As of December 31, 2020, we were not subject to any significant market or interest rate risk. The net proceeds of the Initial Public
Offering and Over-Allotment, respectively, included in the Trust Account, were invested in cash and may be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated
material exposure to interest rate risk. We have not engaged in any hedging activities since our inception and we do not expect to engage
in any hedging activities with respect to the market risk to which we are exposed.  Item 8.
Financial Statements and Supplementary Data Reference is made to Pages F-1 through F-16 comprising a portion of this Report.  Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.  Item 9A.
Controls and Procedures Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in
our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to
allow timely decisions regarding required disclosure.  55




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As of December 31, 2020, as required by Rules 13a-15 and 15d-15 under the Exchange Act,
our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2020 because of a material weakness in our internal control over
financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely basis. Specifically, the Companys management has concluded that our control around the interpretation and accounting for certain complex financial instruments issued by
us was not effectively designed or maintained. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting
principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect
the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide
absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Managements Report on Internal
Controls Over Financial Reporting This Report does not include a report of managements assessment regarding internal control
over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial
statements described in this Annual Report on Form 10-K had not yet been identified. Our internal control over financial reporting did
not result in the proper classification of our warrants. Since issuance on November 20, 2020, our warrants were accounted for as equity within our balance sheet. On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff
expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPACs balance sheet as opposed to equity. After discussion and evaluation, taking into consideration
the SEC Staff Statement, including with our independent auditors, we have concluded that our Warrants should be presented as liabilities with subsequent fair value remeasurement, as previously restated in our Amendment No. 1 to the Form 10-K as
filed with the SEC on May 19, 2021. In addition, our management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares issued by the Company was not effectively designed or
maintained resulting in the misclassification of Class A ordinary shares as permanent equity instead of temporary equity and changes to the Companys net income (loss) per share calculations that have been restated within this Form 10-K/A
filing. The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other
post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares and warrants. The Companys management has expended, and will continue to expend, a
substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and
other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex
accounting standards. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.  Item 9B.
Other Information None.  56




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PART III  Item 10.
Directors, Executive Officers and Corporate Governance Directors and Executive Officers As of
the date of this Annual Report on Form 10-K, our directors and officers are as follows:  Name

Age


PositionClive Meanwell


63


Co-Founder; Chief Executive Officer and
DirectorIan Read


67


Co-Founder; Executive Chairman;
DirectorChris Visioli


45


Chief Financial OfficerChris Cox


55


Senior Vice PresidentWhit Bernard


36


Senior Vice PresidentFarah Champsi


59


DirectorClarke Futch


53


Chairman & Chief Executive OfficerCharles Homcy


70


Director Clive Meanwell, Co-Founder; Chief Executive Officer; Director The Company was co-founded by its Chief Executive Officer, Dr. Clive Meanwell. Over his more than
30 years of leadership in the life sciences industry, Dr. Meanwell has built a successful track record of selecting and efficiently developing high-quality, clinical-stage, pharmaceutical assets and
de-risking those assets through U.S. and E.U. regulatory approval, while creating tens of billions of dollars in shareholder value. As the founder and Chief Executive Officer of The Medicines Company, Dr. Meanwell led evaluations of multiple biopharmaceutical assets
and companies, acquired, or licensed fourteen product candidates and products, including six applicable to cardiovascular medicine, three antibiotics, and five for use in surgery and perioperative care. All eight of the product candidates advanced
by The Medicines Company into Phase III clinical trials were subsequently approved by the U.S. Food and Drug Administration, or FDA, representing a 100% Phase III success rate. During his leadership, The Medicines Company was ranked first among
biopharmaceutical companies and in the top five among all industries in the CNBC RQ index of research and development productivity, for all years of its publication. In 2013, Dr. Meanwell led the acquisition of inclisiran, a
first-in-class, potential cholesterol-lowering therapy in the small-interfering RNA class, from Alnylam Pharmaceuticals, Inc., before inclisiran entered Phase I clinical
testing. The acquisition was completed for an upfront cash payment of $25 million and scaled double-digit royalties. Over the following six years, Dr. Meanwell restructured The Medicines Company to focus on the development of inclisiran
into an NDA-ready asset with worldwide revenue projections in excess of $5 billion for a total capital outlay 50-70% below industry benchmarks for similar programs.
Inclisiran was the single value driver behind Novartis AGs acquisition of The Medicines Company for approximately $9.7 billion in January 2020the third largest single-product, development-stage acquisition in the history of the
global pharmaceuticals industry.  57




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In parallel to his leadership of The Medicines Company, Dr. Meanwell has served as a
member of the Board of Directors of BB Biotech since 2003. He is currently Vice Chairman of BB Biotech and Chairman of its four offshore operating subsidiaries. Through these entities, BB Biotech invests in fast-growing biotechnology companies that
are developing and marketing innovative drugs that address areas of significant unmet medical needs and have above-average sales and profit-growth potential. Further, BB Biotech is one of the worlds largest investors in this sector with a
market capitalization of 3.8 billion Swiss Francs (approximately $4.0 billion) and a net asset value of 3.6 billion Swiss Francs (approximately $3.8 billion), as of June 30, 2020. Dr. Meanwell has played an instrumental role in
BB Biotechs governance, strategy, development and growth, as well as reporting of its performance. He has been one of three investment decision-makers at the firm for 17 years and, with its Chief Executive Officer, has co-authored its quarterly reports to shareholders for the last six years. BB Biotechs investment
portfolio typically consists of between 20 to 35 biotechnology companies spanning the spectrum from small-cap to established large-caps. Most of BB Biotechs investments are in U.S. companies. Therapeutic
areas of investments include oncology, orphan diseases, neurological diseases, cardiometabolic diseases, and infectious diseases, including diagnostics, therapeutics and vaccines and contemporary technologies such as RNA platforms and cell and gene
therapies. BB Biotech makes public and private equity, debt, and option investments. Dr. Meanwell has participated in multi-stage due diligence processes, working with the analysis team to review a target investment companys financial
statements in detail, and assess its competitive environment, research and development pipeline, and patent portfolio, as well as its customers perceptions of its products and services. Close contact with executives of companies that BB
Biotech invests in is of high importance in the due diligence process, and during the securities holding period, and Dr. Meanwell has cultivated widespread and productive relationships with biotech company leaders, past and present, worldwide. Prior to founding The Medicines Company, Dr. Meanwell held executive positions of increasing responsibility at Roche Holding AG, the
Swiss-headquartered global pharmaceutical company, ultimately rising to Director and Senior Vice President. At Roche, Dr. Meanwell led the clinical development of Neupogen® in a
partnership with Amgen Inc., including authoring clinical sections of the FDA biologics license application and a European marketing authorization for the product, and leading the medical marketing of Neupogen in Roche territories. Neupogen and its
long-acting analogue, Neulasta®, became standard treatments in a range of oncology patients and have achieved aggregate global sales of more than $110 billionamong the largest in the
history of the industry. In 1990, Roche acquired a majority stake in Genentech Inc. and subsequently, Dr. Meanwell was appointed as one of two Roche executives to coordinate with Genentech leaders the joint management of the portfolio of
products discovered and developed by Genentech, including Roches election to commercialize them. Also at Roche, Dr. Meanwell led a multi-year initiative to re-engineer global product development,
devising ways of working for multidisciplinary global project teams, and a range of systems and tools to enable drug development efficiency, quality and commercial relevance. When Roche acquired Syntex Corporation in 1994, Dr. Meanwell was
appointed Senior Vice President of Roche Biosciences in Palo Alto, California and made responsible for the worldwide restructuring and integration of the two companies research and development organizations. During that time, he also oversaw
the development of drugs which were discovered at Syntex and then became central to Roches global portfolio. Dr. Meanwell co-founded Population Health Partners (PHP) in May 2020 as an investment company supported by proprietary drug development and payer engagement platforms, with a goal of harnessing his decades of
drug development experience into an entity with the breadth and flexibility to contribute to scientific, regulatory and commercial de-risking for a wide range of innovative medical therapeutics. Through these roles, over the span of more than three decades, Dr. Meanwell has built a substantial, proprietary network across public-
and private-equity backed companies, the investment community, universities, policymakers, and regulators. During that time, Dr. Meanwell has been a member of a variety of industry boards, including the Pharmaceutical Research Manufacturers of
America (PhRMA) and Biotechnology Innovation Organization (BIO). Dr. Meanwell was an ad hoc advisor to President Obamas Council of Advisors on Science and Technology. Dr. Meanwell is a recipient of the Dr. Sol J. Barer Award for
Vision, Innovation and Leadership and of an Ernst and Young award for entrepreneurship. Ian Read, Co-Founder;
Executive Chairman; Director The Company was co-founded by its Executive Chairman, Ian Read.
Mr. Read brings a distinguished 42-year track record as one of the foremost leaders, dealmakers, and shareholder value creators in the global biopharmaceutical industry. Mr. Read was Chairman and Chief Executive Officer of Pfizer from December 2010 until January 2019, and Executive Chairman until December
2019. During that tenure, he oversaw over 30 new drug approvals, $88 billion in acquisition and divestiture deals, and a total shareholder return of 250%representing over $242 billion in value creationin the wake of the 2011
patent expiry of Lipitor, then the largest single product in the history of the industry. Upon his retirement, the company possessed one of the strongest pipelines in the industry, with over 15 potential pharmaceutical blockbusters in mid-to-late stage development. Mr. Read oversaw a period
of industry-shaping innovation regarding the structure of Pfizer and its portfolio. He executed a novel spin-out of the companys animal health business into what became Zoetis in 2013widely
regarded as one of the most successful pharmaceutical spin-outs in recent history. Zoetis market value has increased six-fold since its launch, creating precedent for similar spinouts by Eli Lilly and
Merck. Mr. Read also oversaw a re-organization of Pfizer into three groups with three fundamentally different  58




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risk-return profilesone focused on innovative pharmaceuticals, another focused on established, post-loss of exclusivity pharmaceuticals, and a third focused on consumer health. This
presaged two major deals in 2019 that transformed the company: The spin-merger of the established products business into Mylan Pharmaceuticals, creating a new $20 billion entity by 2020 estimated pro forma revenues (Viatris); and the creation
of a consumer healthcare joint venture with GlaxoSmithKline. Within the innovative portfolio, Mr. Read oversaw the creation of dedicated entities to develop the companys CAR-T portfolio (Allogene)
and its Neuroscience portfolio (Cerevel). The go-forward Pfizer is exclusively focused on innovative therapeutics in oncology, rare disease, internal medicine, immunology, and vaccines, and remains one of the
top five pharmaceutical companies by revenue globally. Mr. Read also oversaw the acquisition of 22 pharmaceutical and biotechnology
companies for a total of $54 billion during his tenure, alongside dozens of major licensing agreements. Notable deals included Hospira ($17.1 billion) Anacor ($4.8 billion), Medivation ($14.0 billion), and the acquisition of AstraZenecas
small molecule antibiotics business ($1.6 billion). Mr. Read also conceived and initiated potentially transformative acquisitions of AstraZeneca ($100 billion) and Allergan ($160 billion), which were highly influential in shaping the strategic
directions of both of those companies going forward. Finally, Mr. Read oversaw notable transformations in the culture and
performance of Pfizer. His efforts to create an ownership culture at the company laid the pathway for substantial improvements in productivity and employee retention and satisfaction, returning the organization to operational growth and
earning an industry-leading 85% colleague engagement score. Through culture-related initiatives and broader strategic initiatives, Mr. Read also led a transformation of the organizations R&D group from one of the least productive in
the industry to a top-tier capability, setting the stage for over 30 approvals and over 15 organically-developed potential blockbuster assets in
mid-to-late stage development by the end of his tenure. Mr. Read joined Pfizer as an operational auditor in 1978 and proceeded into roles of increasing responsibility. As CEO of Brazil from
1992 through 1995, he oversaw a fully integrated business including a complex manufacturing organization, successfully launched four products, and grew sales from $100 million to $330 million. Subsequently as President of Pharmaceuticals
for Latin America and Canada from 1996 through 2001, he oversaw local development of Lipitor and Zithromax, and achieved 20% topline and 10% bottom-line growth, exceeding $1 billion in sales. From 2002 to 2005 he was President of
Pharmaceuticals for Europe and Canada, delivering high-single-digit revenue and profitability growth with revenue responsibility of more than $7 billion, while overseeing the European integration of Farmacia. He also led a significant
reorganization of the companys European operations, integrating operations at a regional level and simplifying in-country operations. From 2005 until his appointment as Chairman and CEO in 2010, Mr. Read took global responsibility for the companys $29 billion
pharmaceuticals business and became part of the global leadership team. He played a key role in the $68 billion acquisition of Wyeth and its integration into Pfizer, and architected a restructuring of the pharmaceuticals business into
independent, therapeutic area-aligned business units, integrating product development into each global business to ensure continuity of strategy and resource allocation through the innovation cycle. Mr. Read is lead independent director at Kimberly Clark, having joined that companys Board of Directors in 2007. He also serves as
Chairman of DXC Technology and is a founding member of the Board of Directors of Viatris. He is also an Operating Executive at the Carlyle Group. Chris Visioli, Chief Financial Officer Until May 2020, Mr. Visioli served as Chief Financial Officer at The Medicines Company, where he was responsible for leading financial
strategy, information technology, and served on the executive leadership team. During his tenure as Chief Financial Officer, Mr. Visioli raised over $300 million in outside capital and co-managed the
global business development process which resulted in the sale of the company to Novartis AG for $9.7 billion in January of 2020. Prior to becoming Chief Financial Officer, Mr. Visioli led business development for the company, overseeing
the acquisition of eight product candidates in cardiovascular medicine, infectious disease, and surgery and perioperative care, as well as the divestiture of seven marketed assets to fund the development of inclisiran. Prior to his time at The Medicines Company, Mr. Visioli was a Management Consultant at Ernst & Young and Cap Gemini
Ernst & Young, focused on assisting start up technology businesses to design, develop and scale back office and technology capabilities, in addition to customized system development work for large financial service and communication
institutions. Mr. Visioli has an M.B.A. with Honors, from Columbia Business School and a B.S. in electrical engineering, cum laude,
from Cornell University. Chris Cox, Senior Vice President Chris Cox is a co-founder and Managing Partner of Population Health Partners. Mr. Cox has been a
corporate attorney for over 25 years, most recently at Cadwalader, Wickersham & Taft LLP, which he joined as a partner in January 2012 and where he served as co-chair of the global corporate group and
a member of the firms management committee until February 2016. Mr. Cox specializes in structuring, negotiating and executing complex M&A transactions, joint ventures, restructurings, spinoffs, and debt and equity financings across a
broad range of industries. He has been recognized as one of the leading M&A attorneys in the United States, having represented clients in over $200 billion of M&A transactions and related financings over the course of his career.  59




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From February 2016 to March 2019, Mr. Cox was Executive Vice President and Chief
Corporate Development Officer of The Medicines Company. Mr. Cox has a B.S. and J.D. from the University of Missouri. Whit Bernard, Senior Vice President Whit
Bernard is a co-founder and Managing Partner of Population Health Partners. Prior to that, Mr. Bernard served as Senior Vice President of Commercial Strategy and Business Development at The Medicines
Company, where he had responsibility for corporate strategy and go-to-market planning, and co-managed a global business
development process which resulted in the sale of the company to Novartis AG for $9.7 billion in January 2020. Subsequent to the closing of that transaction, Mr. Bernard co-led the integration of The
Medicines Company into Novartis. Prior to his role at The Medicines Company, Mr. Bernard was an Associate Partner in the Life
Sciences Practice at McKinsey and Company, where he advised large pharmaceutical firms and clinical-stage biotechnology companies on growth strategy, go-to-market
strategy, transactions, and operations. Mr. Bernard was also active in the firms private equity practice, advising and leading diligence efforts on a range of over $1 billion pharmaceutical and healthcare services deals.
Mr. Bernard co-founded a service line within McKinsey focused on emerging biotechnology firms, and gained experience advising a range of pre- and post-IPO life sciences companies at critical stages of their maturation. Mr. Bernard has an
M.B.A., with Honors, from the Kellogg School of Management and a B.A., Phi Beta Kappa, from Brown University. Farah Champsi, Independent Director Farah Champsi has spent over 30 years evaluating, advising and building companies in the life sciences industry as a Managing Director
and General Partner at Alta Partners, a leading venture capital firm and as a senior banker at Robertson Stephens, a preeminent emerging growth investment bank. From 1987 to 1999, Ms. Champsi was the lead banker for numerous successful initial
public offerings, mergers and acquisitions and financings in the biotech industry. In her subsequent role at Alta Partners (2000-present), Ms. Champsi raised over $1 billion in venture funds, served as a board member of 14 public and
private companies, and led investments in many companies, including Kite Pharma (acquired by Gilead for $11.9 billion in 2017), Portola Pharmaceuticals (acquired by Alexion Pharmaceuticals for $1.4 billion in 2020), Excaliard
Pharmaceuticals (acquired by Pfizer in 2011) and Agensys (acquired by Astellas in 2007). Ms. Champsi has a B.A. from Smith College
and an M.B.A. from Stanford University. She currently serves on the board of UCSF Benioff Childrens Hospitals and as a trustee of Smith College. We believe the Company will benefit from Ms. Champsis extensive network and reputation for constructive, active engagement and
trusted working relationships with managements of dynamic, fast-growth companies. Clarke Futch, Chairman & Chief Executive Officer Clarke Futch brings over 30 years of experience in biopharmaceutical/healthcare investing and financing, having raised over $5 billion
across eight investment vehicles, and executed more than 100 transactions, including royalty, equity, debt and M&A deals. Since 2001, as co-founder, Managing Partner, and Chairman of the Investment
Committee at Healthcare Royalty Partners, he has led or co-led more than 50 royalty and related debt financings representing more than $3 billion of invested capital, involving companies ranging from
emerging biopharma to some of the largest global pharmaceutical companies. Before co-founding Healthcare Royalty Partners, Mr. Futch served as a partner at Paul Capital Partners where he co-managed the firms royalty investments as a member of the royalty management committee. Mr. Futch previously served as a founding member of the healthcare group at Thomas Weisel Partners (now Stifel), and as a vice president
at Raymond James. He holds a B.A., magna cum laude, from Vanderbilt University and a J.D. from the University of Virginia School of Law. We believe the company will benefit from Mr. Futchs expansive network across the biopharmaceutical industry, his decades of
experience structuring and executing a broad range of innovative transactions, and his trusted relationships with major institutional investors.  60




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Charles Homcy, Independent Director Charles Homcy, M.D. brings over 30 years of experience as a physician, entrepreneur, biotech executive, and investor. Dr. Homcy co-founded Portola Pharmaceuticals in 2003, and served as its President and Chief Executive Officer until 2010. Prior to that, Dr. Homcy served as the president of research and development at Millennium
Pharmaceuticals and COR Therapeutics (acquired by Millennium in 2002). He was a clinical professor of medicine at the University of California, San Francisco Medical School, and an attending physician at the San Francisco Veterans Affairs Hospital
from 1997 to 2011. Dr. Homcy currently serves on the board of directors of BridgeBio, and as Chairman of Pharmaceuticals. He was
previously a partner at Third Rock Ventures, where he launched and built several major, publicly traded biopharmaceutical companies including MyoKardia and Global Blood Therapeutics. He has a B.A. and M.D. from Johns Hopkins University and currently
serves on its board of trustees. We believe the company will benefit from Dr. Homcys extensive network among biotechnology
entrepreneurs and executives, his drug discovery and development expertise, and his track record as a strategic investor, founder, and operator. We believe our founding team has a competitive advantage as a result of their experience leading healthcare companies, with strengths in
corporate strategy and transactions, public company operations and working knowledge of life science industry. We believe our combined experience will enable us to offer public investors and target company stakeholders a differentiated approach to
accelerating growth in key global markets, extending the management team, enhancing operating efficiency and operating successfully as a public company. Notwithstanding our founders and founding teams past experiences, past performance is not a guarantee (i) that we will be
able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. You should not rely on the historical record of
our founders and managements performance as indicative of our future performance. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each
class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Farah Champsi and Clarke Futch, will expire at our first general
annual meeting. The term of office of the second class of directors, consisting of Charles Homcy and Ian Read, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Clive Meanwell, will
expire at our third annual general meeting. Prior to the completion of an initial business combination, any vacancy on the board of
directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of
directors for any reason. Pursuant to an agreement, our sponsor, upon and following consummation of an initial business combination,
entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of
office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association
provides that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by
the board of directors. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent. An independent director is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship with the company which in the opinion of the companys board of directors, could interfere with the directors
exercise of independent judgment in carrying out the responsibilities of a director. We have independent directors as defined in Nasdaqs listing standards and applicable SEC rules. Our board of directors has determined that Farah
Champsi, Clarke Futch and Charles Homcy are independent directors as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our
board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee.  61




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Subject to phase-in rules and a limited exception,
the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to
phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter
that has been approved by our board of directors and has the composition and responsibilities described below. Audit committee We established an audit committee of the board of directors. Farah Champsi, Clarke Futch, and Charles Homcy serve as members of our audit
committee. Our board of directors has determined that each of Farah Champsi, Clarke Futch, and Charles Homcy are independent. Farah Champsi serves as the chair of the audit committee. Each member of the audit committee meets the financial literacy
requirements of Nasdaq and our board of directors has determined that Clarke Futch qualifies as an audit committee financial expert as defined in applicable SEC rules and has accounting or related financial management expertise. The audit committee is responsible for:  

meeting with our independent registered public accounting firm regarding, among other issues, audits, and
adequacy of our accounting and control systems;  

monitoring the independence of the independent registered public accounting firm;  

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit
and the audit partner responsible for reviewing the audit as required by law;  

inquiring and discussing with management our compliance with applicable laws and regulations;  

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;  

appointing or replacing the independent registered public accounting firm;  

determining the compensation and oversight of the work of the independent registered public accounting firm
(including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;  

establishing procedures for the receipt, retention and treatment of complaints received by us regarding
accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;  

monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any
noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and  

reviewing and approving all payments made to our existing shareholders, executive officers or directors and their
respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Nominating committee We established a
nominating committee of our board of directors. The members of our nominating committee will be Clarke Futch and Charles Homcy. Clarke Futch will serve as chairman of the nominating committee. Our board of directors has determined that each of
Clarke Futch and Charles Homcy are independent. The nominating committee is responsible for overseeing the selection of persons to be
nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for selecting director nominees The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provide that persons to be nominated:  

should have demonstrated notable or significant achievements in business, education or public service;  

should possess the requisite intelligence, education and experience to make a significant contribution to the
board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and  62




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

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving
the interests of the shareholders. The nominating committee will consider a number of qualifications relating to
management and leadership experience, background and integrity and professionalism in evaluating a persons candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial
or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not
distinguish among nominees recommended by shareholders and other persons. Compensation committee We have established a compensation committee of our board of directors. The members of our compensation committee are Farah Champsi and Charles
Homcy. Charles Homcy serves as chairman of the compensation committee. Our board of directors has determined that each of Farah Champsi
and Charles Homcy are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:  

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive
Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;  

reviewing and approving the compensation of all of our other Section 16 executive officers; reviewing our
executive compensation policies and plans;  

implementing and administering our incentive compensation equity-based remuneration plans;  

assisting management in complying with our proxy statement and annual report disclosure requirements;  

approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our executive officers and employees;  

producing a report on executive compensation to be included in our annual proxy statement; and reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that
the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by
Nasdaq and the SEC. Compensation committee interlocks and insider participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without
charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. 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;  

directors should not improperly fetter the exercise of future discretion;  

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  63




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

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. 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 amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. 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 may be required to honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial
business combination. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary
duties, contractual obligations or other material management relationships:  Individual

Entity

Entitys business

AffiliationClive Meanwell

Population Health Partners LLC

Investment Manager

Managing MemberPopulation Health Equity Partners III, L.P.

Investment Manager

Managing PartnerPopulation Health Equity Partners III GP, LLC

Investment Manager

Managing PartnerBB Biotech AG

Biotechnology

Vice Chairman of the Board of DirectorsIan Read

Kimberly Clark Corporation

Personal Care/Consumer

Lead Independent DirectorDXC Technology

Enterprise Technology

Chairman of the Board of DirectorsCarlyle Group

Investment Manager

Operating PartnerViatris

Pharmaceuticals

DirectorChris Visioli

None

Not applicable

Not applicableChris Cox

Population Health Partners LLC

Investment Manager

Managing MemberNyrada Inc.

Biotechnology

DirectorWhit Bernard

Population Health Partners LLC

Investment Manager

Managing MemberFarah Champsi

Alta Partners

Healthcare Venture Capital

Managing Director and General PartnerClarke Futch

Healthcare Royalty Partners

Investment Manager

Managing Partner and Chairman of the Investment CommitteeCharles Homcy

BridgeBio Pharma, Inc.

Biopharmaceuticals

Lead Director/Chairman Pharmaceuticals Potential investors should also be aware of the following other potential conflicts of interest:  

Our executive 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 executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per
week to our affairs.  

Our sponsor subscribed for founder shares prior to the date of this report and purchased private placement
warrants in a transaction that closed simultaneously with the closing of our initial public offering. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to
our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust
account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement
warrants and the underlying securities will expire worthless. Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the  64




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completion of our initial business combination and (B) subsequent to our initial business combination, (x) if 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 at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, private placement warrants and the Class A ordinary shares
underlying such warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may
have a conflict of interest in determining whether a particular partner 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 partner business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our
sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by us any finders fee,
consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of the shares voted at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder
shares and public shares purchased during or after our initial public offering in favor of our initial business combination. 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, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law,
including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in
addition to the indemnification provided for in our amended and restated memorandum and articles of association. We purchased 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 to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and
have agreed 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 (except to
the extent they are entitled to funds from the trust account due to their ownership of public shares). 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. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers
and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with  65




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activities on our behalf such as identifying potential partner businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all
payments that were made by us to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit
committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their
out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other
than these payments and reimbursements, no compensation of any kind, including finders and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to
completion of our initial business combination. After the completion of our initial business combination, directors or members of our
founding team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the
amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to
be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our
board of directors. We do not intend to take any action to ensure that members of our founding team maintain their positions with us
after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business
combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our founding teams motivation in identifying or selecting a partner business but we do not believe that the
ability of our founding team to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our
executive officers and directors that provide for benefits upon termination of employment.  Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary shares as of
March 30, 2021 by:  

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
and  

each of our executive officers and directors; and  

all our executive officers and directors as a group. In the table below, percentage ownership is based on 17,250,000 Class A ordinary shares (which includes Class A ordinary shares that are
underlying the units) and 4,312,500 Class B ordinary shares outstanding as of December 31, 2020. Voting power represents the combined voting power of Class A ordinary shares and Class B ordinary shares owned beneficially by such person. On all
matters to be voted upon, the holders of the Class A ordinary shares and the Class B ordinary shares vote together as a single class. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis. The table below
does not include the Class A ordinary shares underlying the private placement warrants held by our sponsor because these securities are not exercisable within 60 days of this Report.  Class B ordinary shares


Class A ordinary sharesName of Beneficial Owners(1)

Number ofSharesBeneficiallyOwned


ApproximatePercentageof Class


Number ofSharesBeneficiallyOwned


ApproximatePercentageof Class


ApproximatePercentageof VotingControlPopulation Health Investment Holding, Inc. (our sponsor)(2)


4,053,750



94.0
%










18.8
%James Tananbaum and affiliates(3)










1,200,000



7.0
%


5.6
%Maverick Capital, Ltd. and
affiliates(4)










1,196,400



6.9
%


5.6
%Clive Meanwell(5)


















Ian Read(5)


















Whit Bernard(5)


















Farah Champsi(5)


















Clarke Futch


















Charles Homcy


43,125



1.0
%










*Chris Cox(5)


43,125



1.0
%










*Chris Visioli(5)


43,125



1.0
%










*All officers and directors as agroup (eight individuals)(5)


129,375



3.0











*  *
Less than one percent. (1)
Except as otherwise noted, the business address of each of the following entities and individuals is One World
Financial Center, New York, New York 10281. (2)
Our sponsor governed by three managers, Clive Meanwell, Chris Cox and Whit Bernard. As such,
Messrs. Meanwell, Cox and Bernard may be deemed to have voting and investment discretion with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B
ordinary shares held directly by our sponsor. Does not include 129,375 Class B ordinary shares transferred from our sponsor to members of our board of advisors in the aggregate subsequent to our initial public offering. Does not include 3,633,333 Class A ordinary shares underlying the private placement warrants. (3)
Based on a Schedule 13G filed November 25, 2020 by Jason Tananbaum, Foresite Capital Fund V, L.P., Foresite
Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P. and Foresite Capital Opportunity Management V, LLC, c/o Foresite Capital Management, 600 Montgomery Street, Suite 4500, San Francisco, CA 94111. Mr. Tananbaum may be deemed to be
the beneficial owner of 1,200,000 Class A ordinary shares, over which he has sole investment and voting power. (4)
Based on a Schedule 13G filed on February 16, 2021 by Maverick Capital, Ltd., a Texas limited partnership
(Maverick), Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford, 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201. Maverick may be deemed to be the beneficial owner of 1,196,400 Class A ordinary shares, over
which it has shared investment and voting power. (5)
Does not include any shares indirectly owned by these individuals as a result of his or her ownership interest
in our sponsor.  66




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Our initial shareholders beneficially owned approximately 20% of the issued and outstanding
shares of our ordinary shares following our initial public offering. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including
amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Further, our sponsor and each member of our founding team have agreed to vote their founder shares and
public shares purchased during or after our initial public offering in favor of our initial business combination. Our sponsor is deemed
to be our promoter as such term is defined under the federal securities laws. Changes in Control None.  Item 13.
Certain Relationships and Related Transactions, and Director Independence On September 17, 2020, our sponsor paid $25,000, or approximately $0.0058 per share, to cover for certain offering costs in consideration
for 4,312,500 founder shares. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of our initial public offering. The founder
shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. Our sponsor purchased, pursuant to a written agreement, 3,633,333 warrants, at a price of $1.50 per warrant in a private placement which
occurred concurrently with the closing of our initial public offering for an aggregate purchase price of $5,450,000. The private placement warrants and Class A ordinary shares issued upon the exercise or conversion thereof may not, subject to
certain limited exceptions, be transferred, assigned or sold by the holder. If any of our officers or directors becomes aware of a
business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to
present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. No compensation of any kind, including finders and consulting fees, will be paid to our sponsor, officers and directors, or any of their
respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner businesses and performing due diligence on suitable
business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be
reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released
to us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such
repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability
and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, members of
our founding team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.  67




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##### Table of Contents

After our initial business combination, members of our founding team who remain with us may
be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our
shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be
up to the directors of the post-combination business to determine executive and director compensation. We will enter into a registration
and shareholder rights agreement pursuant to which our initial shareholders, and their permitted transferees, if any, will be entitled to certain registration rights with respect to the private placement warrants, the securities issuable upon
conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Further, pursuant to an agreement to be entered into on or prior to the closing of
our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities
covered by the registration and shareholder rights agreement, which is described under the section of this report entitled Description of SecuritiesRegistration and Shareholder Rights. Our sponsor has indicated a potential interest to purchase our shares in a private placement that would occur concurrently with the
consummation of our initial business combination. It is expected that the capital from any such private placement, if made, would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from
any such private placement would be used for working capital in the post-transaction company. Sponsor is under no obligation to buy any such shares and we are not under any obligation to sell any such shares. Such investment would be made on terms
and conditions determined at the time of the business combination. Policy for Approval of Related Party Transactions The audit committee of our board of directors operates pursuant to a charter, that provides for the review, approval and/or ratification of
related party transactions, which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the
audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the
transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the
approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committees discussions of the related party transaction. Upon completion of its review of the related party
transaction, the committee may determine to permit or to prohibit the related party transaction. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent. An independent director is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship with the company which in the opinion of the companys board of directors, could interfere with the directors
exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Farah Champsi, Clarke Futch and Charles Homcy are independent directors as defined in Nasdaq listing
standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors
are present.  Item 14.
Principal Accountant Fees and Services The following is a summary of fees paid to WithumSmith+Brown, PC, for services rendered. Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit for the period from September 11, 2020 (inception)
through December 31, 2020 financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The
aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from September 11, 2020 (inception) through December 31, 2020 including the services rendered in connection with our
initial public offering, totaled $71,645. Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that
are reasonably related to performance of the audit or review of the period from September 11, 2020 (inception) through December 31, 2020 financial statements and are not reported under Audit Fees. For the period from
September 11, 2020 (inception) through December 31, 2020, WithumSmith+Brown, PC did not render such services. Tax Fees. Tax fees consist
of fees billed for professional services relating to tax compliance, tax planning and tax advice. For the period from September 11, 2020 (inception) through December 31, 2020, we WithumSmith+Brown, PC did not render such services.  68




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All Other Fees. All other fees consist of fees billed for all other services. For the period from
September 11, 2020 (inception) through December 
31, 2020, WithumSmith+Brown, PC did not render any of these other services. PART IV  Item 15.
Exhibits, Financial Statement Schedules  (a)
The following documents are filed as part of this Annual Report:  (1)
Financial Statements (As Restated)  (2)
Exhibits We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.  Exhibit No.

Description1.1

Underwriting Agreement, dated as of November 
17, 2020, between the Company and J.P. Morgan Securities LLC as representatives of the underwriters.(3)3.1

Amended and Restated Memorandum and Articles of Association.(3)4.1

Form of Specimen Unit Certificate.(1)4.2

Form of Specimen Ordinary Share Certificate.(1)4.3

Form of Specimen Warrant Certificate.(1)4.4

Description of Securities.(4)4.5

Warrant Agreement, dated as of November 17, 2020, between the Company and Continental Stock Transfer & Trust
Company.(3)10.1

Promissory Note, dated as of September 17, 2020, issued to the Sponsor.(1)10.2

Securities Subscription Agreement, dated as of September as of 17, 2020, between the Registrant and the Sponsor.(1)10.3

Investment Management Trust Agreement, dated as of November 17, 2020, between the Company and Continental Stock Transfer 
& Trust Company.(3)10.4

Registration and Shareholder Rights Agreement, dated as of November 17, 2020, between the Company and the Sponsor.(3)10.5

Private Placement Warrants Purchase Agreement, dated as of November 17, 2020, between the Company and the Sponsor.(3)10.6

Letter Agreement, dated as of November 17, 2020, by and among the Company, the Sponsor and each director and officer of the
Company.(3)10.7

Indemnification Agreement, dated as of November 17, 2020, between the Company and Clive Meanwell.(4)10.8

Indemnification Agreement, dated as of November 17, 2020, between the Company and Clarke Futch.(4)10.9

Indemnification Agreement, dated as of November 17, 2020, between the Company and Charles Homcy.(4)10.10

Indemnification Agreement, dated as of November 17, 2020, between the Company and Ian Read.(4)10.11

Indemnification Agreement, dated as of November 17, 2020, between the Company and Farah Champsi. (4)10.12

Indemnification Agreement, dated as of November 18, 2020, between the Company and Christopher Cox.(4)10.13

Indemnification Agreement, dated as of November 18, 2020, between the Company and Christopher Visioli.(4)10.14

Indemnification Agreement, dated as of November 18, 2020, between the Company and Whit Bernard.(4)14.1

Code of Business Conduct and Ethics.(2)31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*   *
Filed herewith. (1)
Incorporated by reference to the registrants Registration Statement on Form S-1, filed with the SEC on October 30, 2020. (2)
Incorporated by reference to the registrants Registration Statement on Form S-1/A, filed with the SEC on November 12, 2020.  69




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##### Table of Contents

(3)
Incorporated by reference to the registrants Current Report on Form
8-K, filed with the SEC on November 20, 2020. (4)
Incorporated by reference to the registrants Annual Report on Form 10-K, filed with the SEC on March 31,
2021.  Item 16.
Form 10-K Summary None.  70




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. January 7, 2022  POPULATION HEALTH INVESTMENT CO., INC.By:

/s/ Clive MeanwellName:

Clive MeanwellTitle:

Chief Executive Officer (Principal Executive Officer)
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Name

Position

Date/s/ Clive Meanwell

Chief Executive Officer and Director
(Principal Executive Officer)

January 7, 2022Clive Meanwell/s/ Chris Visioli

Chief Financial Officer
(Principal Financial and Accounting Officer)

January 7, 2022Clive Meanwell/s/ Ian Read

Executive Chairman and Director

January 7, 2022Ian Read/s/ Farah Champsi

Director

January 7, 2022Farah Champsi/s/ Clarke Futch

Chairman & Chief Executive Officer

January 7, 2022Clarke Futch/s/ Charles Homcy

Director

January 7, 2022Charles Homcy  71




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##### Table of Contents

INDEX TO FINANCIAL STATEMENTS  Report of Independent Registered Public Accounting Firm


F-2Financial Statements:Balance Sheet as of December 31, 2020 (As Restated)


F-3Statement of Operations for the period from September 
11, 2020 (inception) through December 31, 2020 (As Restated)


F-4Statement of Changes in Shareholders Equity for the period from September 11,
 2020 (inception) through December 31, 2020 (As Restated)


F-5Statement of Cash Flows for the period from September 
11, 2020 (inception) through December 31, 2020 (As Restated)


F-6Notes to Financial Statements (As Restated)


F-7  F-1




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##### Table of Contents

Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Population
Health Investment Co., Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Population Health Investment Co., Inc. (the Company) as of December 31, 2020, the related
statements of operations, changes in shareholders equity and cash flows for the period from September 11, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from
September 11, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Restatement of Financial Statements As discussed in Note
2 to the financial statements, the 2020 financial statements have been restated to correct certain misstatements. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial
statements, if the Company is unable complete a business combination by November 20, 2022 then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise
substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Companys
auditor since 2020. New York, New York May 19, 2021,
except for the effects of the restatement disclosed in Note 2, Note 3, Note 8, Note 9 as to which the date is January 7, 2022  F-2




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##### Table of Contents

POPULATION HEALTH INVESTMENT CO., INC. BALANCE SHEET As Restated  See Note 2 December 31, 2020  AssetsCurrent assets:Cash

$
681,243Prepaid expenses


860,685Total current assets


1,541,928Investments held in Trust Account


172,500,227Total Assets

$
174,042,155Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders
DeficitCurrent liabilities:Accounts payable

$
78,315Accrued expenses


70,000Note payable - related party


300,000Total current liabilities


448,315Deferred underwriting commissions


6,037,500Derivative warrant liabilities


12,234,170Due to related party


Total liabilities


18,719,985Commitments and ContingenciesClass A ordinary shares subject to possible redemption, $0.0001 par value; 17,250,000 shares
issued and outstanding at $10.00 per share redemption value at December 31, 2020


172,500,000Shareholders DeficitPreference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at
December 31, 2020


Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized no non-redeemable
shares issued or outstanding at December 31, 2020;


Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 4,312,500 shares
issued and outstanding at December 31, 2020


431Additional paid-in capital


Accumulated deficit


(17,178,261
)Total shareholders deficit


(17,177,830
)Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and
Shareholders Deficit

$
174,042,155 The accompanying notes are an integral part of these financial statements.  F-3




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##### Table of Contents

POPULATION HEALTH INVESTMENT CO., INC. STATEMENT OF OPERATIONS As Restated - See Note 2 For the Period from September 11, 2020 (inception) through December 31, 2020  General and administrative expenses

$
248,932Loss from operations


(248,932
)Other income (expense)Change in fair value of derivative warrant liabilities


(1,452,940
)Transaction costs  derivative warrant liabilities


(400,930
)Net gain from investments held in Trust Account


227Net loss

$
(2,102,575
)Weighted average shares outstanding of Class A ordinary shares, basic and
diluted


6,834,906Basic and diluted net loss per ordinary share, Class A

$
(0.19
)Weighted average shares outstanding of Class B ordinary shares, basic and
diluted


3,972,877Basic and diluted net loss per ordinary share, Class B

$
(0.19
) The accompanying notes are an integral part of these financial statements.  F-4




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##### Table of Contents

POPULATION HEALTH INVESTMENT CO., INC. STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT As Restated- See Note 2 For the Period from September 11, 2020 (inception) through December 31, 2020  Ordinary Shares


AdditionalPaid-inCapital


AccumulatedDeficit


TotalShareholdersDeficitClass A


Class BShares


Amount


Shares


AmountBalance - September 11, 2020 (inception)





$







$



$



$



$
Issuance of Class B ordinary shares to Sponsor










4,312,500



431



24,569







25,000Excess of cash received over fair value of private placement warrants


















1,200,030







1,200,030Accretion of Class A ordinary shares subject to possible redemption


















(1,224,599
)


(15,075,686
)


(16,300,285
)Net loss






















(2,102,575
)


(2,102,575
)Balance - December 31, 2020





$




4,312,500


$
431


$



$
(17,178,261
)

$
(17,177,830
) The accompanying notes are an integral part of these financial statements.  F-5




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##### Table of Contents

POPULATION HEALTH INVESTMENT CO., INC. STATEMENT OF CASH FLOWS As Restated - See Note 2 For the Period from September 11, 2020 (inception) through December 31, 2020  Cash Flows from Operating Activities:Net loss

$
(2,102,575
)Adjustments to reconcile net loss to net cash used in operating activities:Net gain from investments held in Trust Account


(227
)Change in fair value of derivative warrant liabilities


1,452,940Transaction costs - derivative warrant liabilities


400,930Changes in operating assets and liabilities:Prepaid expenses


(860,685
)Accounts payable


78,315Net cash used in operating activities


(1,031,302
)Cash Flows from Investing Activities:Cash deposited in Trust Account


(172,500,000
)Net cash used in investing activities


(172,500,000
)Cash Flows from Financing Activities:Proceeds received from note payable to related party


300,000Proceeds received from initial public offering, gross


172,500,000Proceeds received from private placement


5,450,000Offering costs paid


(4,037,455
)Net cash provided by financing activities


174,212,545Net change in cash


681,243Cash - beginning of the period


Cash - ending of the period

$
681,243Supplemental disclosure of non-cash investing and
financing activities:Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

$
25,000Offering costs included in accrued expenses

$
70,000Deferred underwriting commissions

$
6,037,500 The accompanying notes are an integral part of these financial statements.  F-6




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##### Table of Contents

POPULATION HEALTH INVESTMENT CO., INC. NOTES TO FINANCIAL STATEMENTSAS RESTATED NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Organization and General Population Health
Investment Co., Inc. (the Company) is a blank check company incorporated in the Cayman Islands on September 11, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities (the Business Combination). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with
emerging growth companies. At December 31, 2020, the Company had not yet commenced operations. All activity for the period from September 11,
2020 (inception) through December 31, 2020 relates to the Companys formation and its preparation for the initial public offering (Initial Public Offering), which is described below, and since the offering, the search for a
prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating income in the form of income earned on investments held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Companys sponsor is Population Health Investment Holding, Inc., a Cayman Islands exempted company, (the Sponsor). The registration
statement for the Companys Initial Public Offering was declared effective on November 17, 2020. On November 20, 2020, the Company consummated its Initial Public Offering of 17,250,000 units (the Units and, with respect to
the Class A ordinary shares included in the Units, the Public Shares), including 2,250,000 additional Units to cover over-allotments (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of
$172.5 million, and incurring offering costs of approximately $10.2 million, inclusive of approximately $6.0 million in deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (Private Placement)
of 3,633,333 warrants (each, a Private Placement Warrant and collectively, the Private Placement Warrants), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately
$5.5 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $172.5 million ($10.00 per Unit) of the net
proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invests only
in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Companys management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at
least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into the
initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling
interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). The Company will provide its holders of the Public Shares (the Public Shareholders) with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in
the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by
the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Boards (FASB)
Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and
the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum
and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (SEC) and file tender offer documents with the  F-7




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##### Table of Contents

SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or
legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares
irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as
defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy
which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and
(ii) to clear all trades with the Companys legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the
completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a
Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended
(the Exchange Act)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Companys Sponsor, officers and directors (the initial shareholders) agreed not to propose an amendment to the Amended and Restated
Memorandum and Articles of Association (A) that would modify the substance or timing of the Companys obligation to allow redemption in connection with our initial business combination or to redeem 100% of its Public Shares if the Company
does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 20, 2022 (the Combination Period), or (B) with respect to any other provision relating to
shareholders rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares
in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the Trust Account and not
previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public
Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a
Business Combination within the Combination Period. However, if the initial shareholders or members of the Companys management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see
Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be
available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per
share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the
Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who
executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except
for the Companys independent registered public accounting firm), prospective partner businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind
in or to monies held in the Trust Account.  F-8




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##### Table of Contents

Note 2  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In preparation of the Companys unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it
should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. This topic is covered under EITF Topic D-98, Classification and Measurement of Redeemable Securities and Accounting
Standards Codification (ASC) Topic 480-10-S99, Distinguishing Liabilities from Equity. In accordance with the SEC and its staffs guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not
solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total
shareholders equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than
$5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, the Company revised this
interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company determined it should restate its earnings per
share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income
and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the corrections and has determined that the related impact was material to the previously
filed financial statements that contained the error. Therefore, the Company, in consultation with its Audit Committee, concluded that the following financial statements should be restated: (i) audited balance sheet as of November 20, 2020 (the
Post IPO Balance Sheet), as previously restated in the Companys Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 19, 2021 (the First Amended Filing) and
reported as revised in the Companys quarterly report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 12, 2021 (the Q3 Form 10-Q); (ii) audited financial statements for the period ended
December 31, 2020 included in the First Amended Filing, (iii) unaudited interim financial statements included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021
and reported as revised in the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the Original Q3 Form 10-Q), (iv) unaudited interim financial statements included in the Companys
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 and reported as revised in the Companys Original Q3 Form 10-Q, and (v) footnote 2 to the
unaudited interim financial statements and Item 4 of Part 1 included in the Companys Original Q3 Form 10-Q (collectively, the Affected Periods), should be restated to report all public shares as temporary equity and should no
longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods in (i) this Form 10-K/A with respect to the Post IPO Balance Sheet and the Companys audited financial statements for the period
ended December 31, 2020 included in the First Amended Filing and (ii) a Form 10-Q/A for the quarterly period ended September 30, 2021 with respect to its unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021
and September 30, 2021. The restatement does not have an impact on the Companys cash position and cash held in the trust account established in
connection with the IPO (the Trust Account). The table below presents the effect of the financial statement adjustments related to the
restatement discussed above of the Companys previously reported balance sheet as of December 31, 2020:  As of December 31, 2020

As Reported AsPreviouslyRestated in 10-K/AAmendment No. 1


Adjustment


As RestatedTotal assets

$
174,042,155






$
174,042,155Total liabilities

$
18,719,985






$
18,719,985Class A ordinary shares subject to redemption at $10.00 per share

$
150,322,160


$
22,177,840


$
172,500,000Preference shares










Class A ordinary shares


222



(222
)


Class B ordinary shares


431







431Additional paid-in capital


7,101,932



(7,101,932
)


Accumulated deficit


(2,102,575
)


(15,075,686
)


(17,178,261
)Total shareholders equity (deficit)

$
5,000,010


$
(22,177,840
)

$
(17,177,830
)Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and
Shareholders Equity (Deficit)

$
174,042,155


$



$
174,042,155Shares of Class A ordinary shares subject to redemption


15,032,216



2,217,784



17,250,000Shares of Class A ordinary shares


2,217,784



(2,217,784
)


 The Companys statement of shareholders equity (deficit) has been restated to reflect the changes to the impacted
shareholders equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement
discussed above of the Companys previously reported statement of cash flows for the period from September 11, 2020 (inception) through December 31, 2020:  For the period from September 11, 2020 (inception)through December 31, 2020As Reported AsPreviouslyRestated in 10-K/AAmendment No. 1



Adjustment


RestatedInitial value of Class A ordinary shares subject to possible redemption

$
151,921,280


$
(151,921,280
)

$
Change in value of Class A ordinary shares subject to possible redemption

$
(1,599,120
)

$
1,599,120


$
 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is
presented below for the period from September 11, 2020 (inception) through December 31, 2020:  Earnings Per ShareAs Reported As PreviouslyRestated in 10-K/AAmendment No. 1


Adjustment


As RestatedFor the Period from September 11, 2020 (Inception) through December 31, 2020Net loss

$
(2,102,575
)

$



$
(2,102,575
)Weighted average shares outstanding - Class A ordinary shares


17,250,000



(10,415,094
)


6,834,906Basic and diluted loss per share - Class A ordinary shares

$



$
(0.19
)

$
(0.19
)Weighted average shares outstanding - Class B ordinary shares


3,972,877







3,972,877Basic and diluted loss per share - Class B ordinary shares

$
(0.53
)

$
0.34


$
(0.19
) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the
Companys previously reported balance sheet as of November 20, 2020:  As of November 20, 2020

As Reported As PreviouslyRestated in 10-K/AAmendment No. 1


Adjustment


As RestatedTotal assets

$
174,123,991


$



$
174,123,991Total liabilities

$
17,202,710


$



$
17,202,710Class A ordinary shares subject to redemption at $10.00 per share

$
151,921,280


$
20,578,720


$
172,500,000Preference shares










Class A ordinary shares


206



(206
)


Class B ordinary shares


431







431Additional paid-in capital


5,492,828



(5,492,828
)


Accumulated deficit


(493,464
)


(15,085,686
)


(15,579,150
)Total shareholders equity (deficit)

$
5,000,001


$
(20,578,720
)

$
(15,578,719
)Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and
Shareholders Equity (Deficit)

$
174,123,991


$



$
174,123,991Shares of Class A ordinary shares subject to redemption


15,192,128



2,057,872



17,250,000Shares of Class A ordinary shares


2,057,872



(2,057,872
)


 Going Concern Subsequent to our previously issued in the First Amended Filing, in connection with the Companys assessment of going concern considerations in accordance
with FASBs Accounting Standards Update (ASU) 2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has determined that if the Company is unable to complete a
Business Combination by November 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Companys ability to
continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the
mandatory liquidation date. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $0.7 million in its operating bank accounts and working capital of approximately
$1.1 million. Prior to the completion of the Initial Public Offering, the Companys liquidity needs had been satisfied through a contribution
of $25,000 from Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of $300,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement
not held in the Trust Account. As of December 31, 2020, the Note remains outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of
the Companys officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier
of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) for financial information and pursuant to the rules and regulations of the SEC.  F-9




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##### Table of Contents

As described in Note 2Restatement of Previously Issued Financial Statements, the Companys
financial statements as of December 31, 2020, and the period from September 11, 2020 (inception) through December 31, 2020 (collectively, the Affected Periods), are restated in this Annual Report on Form 10-K/A (Amendment No. 1)
(this Annual Report) to correct the misapplication of accounting guidance related to the Companys warrants in the Companys previously issued audited and unaudited financial statements for such periods. The restated
financial statements are indicated as Restated in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2Restatement of Previously Issued Financial Statements for further discussion. Emerging growth company As an emerging growth
company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration
statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to
opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make comparison of the Companys financial statement with another public company
that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of credit risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and any cash held in Trust
Account. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The Companys investments held in the Trust Account as of
December 31, 2020 are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the Trust Account The
Companys portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in
money market funds that invest in U.S. government securities, or a combination thereof. The Companys investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (NAV), in which case the Company uses
NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.  F-10




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Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:  

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active
markets;  

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and  

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an
entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the
fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and note payable - related party approximate their
fair values, primarily due to their short-term nature. The Companys investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market
funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a
Monte Carlo simulation model. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant
accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2020. Offering costs Offering costs consisted of legal,
accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair
value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were
charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary
Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with
the guidance in ASC Topic 480 Distinguishing Liabilities from Equity. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of
conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within the Companys control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders equity. The Companys Class A ordinary shares feature certain redemption
rights that are considered to be outside of the Companys control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 17,250,000 shares of Class A ordinary shares subject to possible redemption
are presented as temporary equity, outside of the shareholders equity section of the Companys balance sheet. Under ASC 480-10-S99, the
Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the
reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying
value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Derivative Warrant liabilities The Company does
not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Companys financial instruments, including issued warrants to purchase its Class A ordinary shares, to
determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 5,750,000 warrants to purchase Class A ordinary shares
to investors in the Companys Initial Public Offering and simultaneously issued 3,633,333 Private Placement Warrants. All of the Companys outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40.
Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in our statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been measured at fair value using a Monte Carlo simulation
model.  F-11




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Net income (loss) per ordinary share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of
shares. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the
Initial Public Offering and Private Placement to purchase, an aggregate of 9,383,333 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock
method. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per share of ordinary shares for the period from September 11, 2020 (inception) through December 31, 2020. Accretion associated with
the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The
following table reflects the calculation of basic and diluted net loss per share of ordinary shares:  For the Period From September 20,2020 (Inception) ThroughDecember 31, 2020Class A


Class BBasic and diluted net income (loss) per ordinary share:Numerator:Allocation of net income (loss)


(1,329,681
)


(772,894
)Denominator:Basic and diluted weighted average ordinary shares outstanding


6,834,906



3,972,877Basic and diluted net income (loss) per ordinary share

$
(0.19
)

$
(0.19
) Income taxes ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys only major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is
considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Companys tax provision was zero for the period presented. The
Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements Management does
not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys financial statements. NOTE 4. INITIAL PUBLIC OFFERING On November 20,
2020, the Company consummated its Initial Public Offering of 17,250,000 Units, including 2,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $172.5 million, and incurring offering costs of approximately
$10.2 million, inclusive of approximately $6.0 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary
share, par value $0.001 per share and one-third of one redeemable warrant (each, a Public Warrant). Each whole Public Warrant entitles the holder to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 17, 2020, the
Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class B ordinary shares, par value $0.0001 (the Founder Shares). The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:
(A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of 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 at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share
exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.  F-12




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Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 3,633,333 Private Placement Warrants at a
price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $5.5 million. Each warrant is exercisable
to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a
Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Companys officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On September 17, 2020, the
Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, which was later amended on November 20, 2020 (the Note). This
loan is non-interest bearing and payable upon the earlier of (i) December 31, 2021 or (ii) the date on which the Company consummate its initial Business Combination. As of
December 31, 2020, the Company borrowed $300,000 under the Note. The Note still remains outstanding to date. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or
certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working
Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the
Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to $1.5 million of such Working Capital Loans may be convertible into
private placement warrants at a price of $1.50 per warrant. 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. As of December 31, 2020, the
Company had no borrowings under the Working Capital Loans.  F-13




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NOTE 6. DERIVATIVE WARRANT LABILITIES The Company issued 5,750,000 warrants to purchase Class A ordinary shares to investors in the Companys Initial Public Offering and simultaneously issued
3,633,333 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will
become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration
statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis
and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will
use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to
become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the
warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security
under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act
and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by
the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration
statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available. The warrants have an exercise price of at $11.50 per share and will expire five years after the
completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the
closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and,
in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of
redemptions), and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the
Market Value) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share
redemption trigger prices described under Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00 and Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00 will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.  F-14




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The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial
Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by
the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of
the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):  

in whole and not in part;  

at a price of $0.01 per warrant;  

upon a minimum of 30 days prior written notice of redemption; and  

if, and only if, the last reported sale price (the closing price) of the Class A ordinary shares
equals or exceeds $18.00 per share (share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the Reference Value). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act
covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available
throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each
warrant being exercised. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds
$10.00. After the warrants become exercisable, the Company may redeem the outstanding warrants:  

in whole and not in part;  

at $0.10 per warrant upon a minimum of 30 days prior written notice of
redemption;provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date
and the fair market value of the Class A ordinary shares (as defined below);  

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share
(as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and  

if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders ability to
cashless exercise its warrants) as the outstanding Public Warrants as described above. The fair market value of the
Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will
the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust
Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Companys assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.  F-15




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##### Table of Contents

NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares,
Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the
Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to make up to three demands,
excluding short form demands, that the Company registers such securities. In addition, these holders will have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the
initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were
entitled to an underwriting discount of $0.20 per unit, or approximately $3.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $6.0 million in the aggregate will
be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject
to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on the Companys financial position, results of its operations and/or search for a partner company, the specific impact is not readily determinable as of the date of the financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 8. SHAREHOLDERS EQUITY The Companys Class A ordinary shares features certain redemption rights that are considered to be outside of the Companys control and subject to
the occurrence of future events. As of December 31, 2020, there were 17,250,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows:  Gross proceeds

$
172,500,000Less:Fair value of Public Warrants at issuance


(6,531,260
)Offering costs allocated to Class A ordinary shares subject to possible redemption


(9,769,025
)Plus:Accretion on Class A ordinary shares subject to possible redemption amount


16,300,285Class A ordinary shares subject to possible redemption

$
172,500,000 NOTE 9. SHAREHOLDERS DEFICIT Preference Shares  The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and
preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares  The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001
per share. As of December 31, 2020, there were 17,250,000 Class A ordinary shares issued and outstanding, all of which were subject to possible redemption and classified in temporary equity (see Note 8). Class B Ordinary Shares  The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001
per share. At December 31, 2020, there were 4,312,500 Class B ordinary shares issued and outstanding. Ordinary shareholders of record are
entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all
matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A
ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial
Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event
will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. NOTE
10  FAIR VALUE MEASUREMENTS The following table presents information about the Companys financial assets and financial
liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy:  Description

Quoted Prices inActive Markets(Level 1)


Significant OtherObservable Inputs(Level 2)


Significant OtherUnobservable Inputs(Level 3)Assets:Investments held in Trust Account

$
172,500,227


$



$
LiabilitiesDerivative warrant liabilities

$



$



$
12,234,170 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels
of the hierarchy in during the period from September 11, 2020 (inception) through December 31, 2020. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently
been measured at fair value using a Monte Carlo simulation model at each measurement date. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of
liabilities of approximately $1.5 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation
are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Class A ordinary shares warrants based on implied volatility from the Companys
traded warrants and from historical volatility of select peer companys Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the
grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company
anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their
measurement:  As of November 17, 2020


As of December 31, 2020Volatility


20.0
%


20.0
%Stock price

$
9.62


$
10.02Expected life of the options to convert


5.96



5.84Risk-free rate


0.50
%


0.48
%Dividend yield


0.0
%


0.0
% The change in the fair value of the derivative warrant liabilities for the period from September 11, 2020 (inception) through
December 31, 2020 is summarized as follows:  Derivative warrant liabilities at September 11, 2020 (inception)

$
Issuance of Public and Private Warrants


10,781,230Change in fair value of derivative warrant liabilities


1,452,940Derivative warrant liabilities at December 31, 2020

$
12,234,170 NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued.
Based upon this review, other than the restatements described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.  F-16