UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K



(Mark One)



| | x | ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2021
or



| |  ̈ | TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from                 to



Commission File Number 001-41246



LatAmGrowth SPAC(Exact name of registrant as specified in its charter)



|Cayman Islands                                                                                                                                    | 98-1605340                       
|------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction
of incorporation)                                                                                                    | (IRS Employer
Identification No.)
|                                                                                                                                                  |                                  
|Pedregal 24
    8th Floor
    Molino del Rey
    Mexico City, Mexico                                                                              | 11000                            
|(Address of principal executive offices)                                                                                                          | (Zip Code)                       
|                                                                                                                                                  |                                  
|Registrant’s telephone number, including
    area code: +52 55 9178 9015
    
    Securities registered pursuant to Section 12(b)
    of the Act:



|Title of each class                                                                                  | Trading Symbol(s) | Name of each exchange on which registered
|---------------------------------------------------------------------------------------------------- | ----------------- | -----------------------------------------
|Units, each consisting of one
Class A ordinary share, $0.0001 par value,
and one-half of one warrant | LATGU             | The Nasdaq Stock Market LLC              
|Class A ordinary shares                                                                              | LATG              | The Nasdaq Stock Market LLC              
|Warrants                                                                                             | LATGW             | 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 x



Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.
YES  ̈ NO x



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 x 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 such files). YES x 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 the definition of
 “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.:



|Large accelerated filer  ̈ | Accelerated filer  ̈        
|------------------------- | ---------------------------
|Non- accelerated filer x  | Smaller reporting company x
|                          | Emerging growth company x  



If an emerging growth company, indicate by the 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 x NO  ̈



As of March 31, 2022, there were13,000,000
Class A ordinary shares, $0.0001 par value, and 3,250,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.



Documents Incorporated by Reference: None.


















TABLE OF CONTENTS



|CAUTIONARY NOTE REGARDING
    FORWARD-LOOKING STATEMENTS                                                                       | 1 
|------------------------------------------------------------------------------------------------------------------------------ | --
|PART I                                                                                                                         |   
|Item 1.     Business                                                                                                           | 3 
|Item 1A.  Risk Factors                                                                                                         | 22
|Item 1B.   Unresolved
    Staff Comments                                                                                       | 60
|Item 2.    
    Properties                                                                                                     | 60
|Item 3.    
    Legal Proceedings                                                                                              | 60
|Item 4.    
    Mine Safety Disclosures                                                                                        | 60
|PART II                                                                                                                        |   
|Item 5.      Market
    for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. | 61
|Item 6.     
    Selected Financial Data                                                                                       | 62
|Item 7.      Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                         | 62
|Item 7A.  Quantitative
    and Qualitative Disclosures About Market Risk                                                       | 66
|Item 8.     Financial
    Statements and Supplementary Data                                                                    | 66
|Item 9.     Changes
    in and Disagreements With Accountants on Accounting and Financial Disclosure                           | 66
|Item 9A.  Controls
    and Procedures                                                                                          | 66
|Item 9B.  Other
    Information                                                                                                | 66
|PART III                                                                                                                       |   
|Item 10.   Directors,
    Executive Officers and Corporate Governance                                                          | 67
|Item 11.   Executive
    Compensation                                                                                          | 76
|Item 12.   Security
    Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters                  | 77
|Item 13.   Certain
    Relationships and Related Transactions, and Director Independence                                       | 80
|Item 14.   Principal
    Accounting Fees and Services                                                                          | 82
|PART IV                                                                                                                        |   
|Item 15.   Exhibits,
    Financial Statement Schedules                                                                         | 83
|SIGNATURES                                                                                                                     |   





i







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 management 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,” “intend,” “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 target business or businesses;
| | - |  | -------------------------------------------------------------------



| | · |  | our ability to complete our initial business combination;
| | - |  | ---------------------------------------------------------



| | · |  | our expectations around the performance of the prospective target 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;
| | - |  | --------------------------------------------------------------------------------------------------



| | · |  | our pool of prospective target 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’ potential 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 following our IPO.
| | - |  | --------------------------------------------



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.



Unless otherwise stated in this report or the
context otherwise requires, references to:



| | · |  | “we,” “us,” “company” or “our company” are to LatAmGrowth SPAC, a Cayman Islands exempted company;
| | - |  | --------------------------------------------------------------------------------------------------



| | · |  | “advisory directors” are to directors serving on our board of advisors;
| | - |  | -----------------------------------------------------------------------





1







| | · |  | “Colony LatAm Partners” are to a leading private equity investment firm focused on Latin America for over 14 years; Colony LatAm Partners was an affiliate of DigitalBridge Group, Inc. (NYSE: DBRG) until December 2021. Colony LatAm Partners is being rebranded as SouthLight Capital and will continue operating as a private equity firm specializing in growth equity in Latin America;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| | · |  | “directors” are to our current board of directors;                                                                                                                                                                                                                                                             
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                                                                                                                                
| | · |  | “Excess Shares” are to more than an aggregate of 15% of
    the shares sold in our IPO held by 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);



| | · |  | “forward purchase agreement” are to an agreement providing for the sale of our forward purchase units to the Sponsor Affiliate and its permitted transferee in a private placement that will close simultaneously with the closing of our initial business combination;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “forward purchase shares” are to our Class A ordinary shares to be issued pursuant to the forward purchase agreement;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| | · |  | “forward purchase warrants” are to warrants to purchase our Class A ordinary shares to be issued pursuant to the forward purchase agreement;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “forward purchase unit” are to one forward purchase share and one-half of one forward purchase warrant;
| | - |  | -------------------------------------------------------------------------------------------------------



| | · |  | “founder shares” are to Class B ordinary shares purchased by our sponsor in a private placement prior to our IPO 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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “IPO” refers to our initial public offering of units, which closed on January 27, 2022;
| | - |  | ---------------------------------------------------------------------------------------



| | · |  | “initial shareholders” are to holders of our founder shares prior to our IPO;
| | - |  | -----------------------------------------------------------------------------



| | · |  | “Latin America” or the “Latin American region” are to Mexico, Central America and South America;
| | - |  | ------------------------------------------------------------------------------------------------



| | · |  | “management” or our “management team” are to our officers and directors;
| | - |  | ------------------------------------------------------------------------



| | · |  | “Market Value” means the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “Members of SouthLight Capital” are to the senior members of SouthLight Capital that serve as our officers and directors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| | · |  | “Newly Issued Price” the price determined in good faith by our board of directors at which we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
| | - |  | -------------------------------------------------------------------------------------



| | · |  | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our IPO;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “public shares” are to our Class A ordinary shares sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





2







| | · |  | “public warrants” are to the warrants sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “Reference Value” means the last reported sale price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | “sponsor” are to LatAmGrowth Sponsor LLC, a Delaware limited liability company;
| | - |  | -------------------------------------------------------------------------------



| | · |  | “SouthLight Capital” are to the rebranded name of Colony LatAm Partners; and
| | - |  | ----------------------------------------------------------------------------



| | · |  | “warrants” are to our public warrants and private placement warrants.
| | - |  | ---------------------------------------------------------------------



PART
I



References in this annual report to “we,”
 “us,” “Company” or “our company” are to LatAmGrowth SPAC, a Cayman Islands exempted company. References
to “management” or our “management team” are to our officers and directors. References to our “sponsor”
is to LatAmGrowth Sponsor LLC, a Delaware limited liability company. References to our “initial shareholders” are to the holders
of our Class B ordinary shares prior to our IPO.



|Item 1. | Business
|------- | --------



Introduction



We are a blank check company incorporated in May 2021
as a Cayman Islands exempted company. Our primary business purpose is to effect a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We
are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. We have reviewed
a number of opportunities to enter into a business combination. We have neither engaged in any operations nor generated any revenue to
date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have
no operations and nominal assets consisting almost entirely of cash.



Our executive offices are located at Pedregal 24,
8th Floor, Molino del Rey, 11000, Mexico City, Mexico and our telephone number is +52 55 9178 9015. Our corporate website address is www.latamgrowthspac.com.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this annual report. You should not rely on any such information in making your decision whether to
invest in our securities.



Company History



Our sponsor is LatAmGrowth
Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for our IPO was declared effective
on January 24, 2022. On January 27, 2022, we consummated our IPO of 13,000,000 units, (the “Units” and, with respect to the
ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of
$130.0 million. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,900,000 warrants (the “Private
Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross
proceeds of $7.9 million. Transaction costs amounted to approximately $7.65 million consisting of $2.6 million of underwriting discount,
$4.55 million of deferred underwriting discount, and approximately $0.5 million of other offering costs.





3







Following
the closing of the IPO on January 27, 2022, an amount of $132.6 million ($10.20 per Unit) from the net proceeds of the sale of the public
units in our IPO and the sale of the Private Placement Warrants was placed in a Trust Account ("Trust Account") and are 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 that invest only in direct U.S. government treasury obligations. Except with respect to interest
earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the proceeds from the IPO and the sale
of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial
Business Combination and (ii) the distribution of the trust account as described below.



While we may pursue an acquisition opportunity
in any business, industry, sector or geographical location, we intend to focus our search on high growth companies in Latin America, including
Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant technological
advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the emerging middle
class.



Our sponsor was formed by Members of SouthLight
Capital, and Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director and the former Head of Latin America Investment
Banking at UBS. The combination of SouthLight Capital, a top-tier private equity firm that is seasoned in investing in Latin America,
and a senior investment banker with broad transactional experience and extensive connections in the region uniquely positions LatAmGrowth
SPAC in its search of a business combination in Latin America, including Brazil, or with businesses located in the United States that
cater to the Hispanic community.



Investment Track Record



Gerard Cremoux has completed over 100 M&A and
equity capital markets transactions for more than an aggregate of $25 billion in the Latin American region, demonstrating his solid execution
capabilities. Mr. Cremoux also has extensive experience in taking Latin American companies public through IPOs listed locally and
in the United States.



SouthLight Capital has completed 24 investments
in 7 countries in Latin America and 12 industry sectors, with 65% of the investments sourced from proprietary relationships. SouthLight
Capital’s investment success over 14 years is demonstrated, among other factors, by 14 successful exits (including two partial divestments)
and returns generated by their 2007 and 2015 Latin American-focused funds, averaging 1.8 years for full deployment. These funds have generated
proprietary investment opportunities in companies with an average enterprise value at entry of $530 million. We believe Members of SouthLight
Capital investment’s approach has been validated by a 21% gross internal rate of return (“IRR”) (calculated in Time-Zero)
and a 2.2x gross multiple on invested capital (“MOIC”) on realized investments (realized investments does not include current
investments, partial divestment and write-offs).



Deal Sourcing



As a result of a local presence in the region and
the long-term experience in Latin America of our management team, board of directors and advisory directors, we have developed a strong
knowledge of the business environment in each market within the region and have accumulated an extensive network of contacts, which serve
as a distinct source of potential investment opportunities. This combination is tailored to position us to identify the most attractive
target and create value post business combination.



The Members of SouthLight Capital’s investment
team bring an average of +20 years of industry experience with on-the-ground market knowledge and longstanding business relations in the
broader Latin American region. They have built a network of relationships in each market across Latin America resulting in consistent
communication with business owners, key shareholders and investors providing advice/guidance, growth capital, investment and exit opportunities.
During the past 24 months, the Members of SouthLight Capital have analyzed more than 180 investment opportunities.





4







As a result of his long-standing experience and
track record in the region, Gerard Cremoux has developed an extensive network of relationships throughout his career, ranging from owners
of private and public companies, private equity funds, large international corporations that operate in the region, investment bankers,
attorneys to accountants. We believe this network will contribute to generating a substantial number of acquisition opportunities.



Our board of directors and advisory directors is
comprised of prominent and successful Latin American tech entrepreneurs, investment bankers, lawyers, serial entrepreneurs, and private
company investors that have developed very large networks of relationships in the region and globally. Collectively, our board of directors
and advisory directors serve on a significant amount of company boards and through their broad networks, they will enhance our access
to potential transactions throughout the Latin American region. Our Board and Advisors Committee is truly regional with members from different
countries, including the United States, Mexico, Colombia, Peru, Chile and Brazil.



We believe that our ability to develop exclusive
opportunities allows us to establish a better alignment of interest with our sponsor, acquire influential positions at reasonable valuations
and play a more active ownership role in businesses that often seek the management team’s expertise because of their successful
track record of providing value beyond capital alone.



Our Process and Acquisition Criteria



We intend to follow a disciplined investment program
developed by the Members of SouthLight Capital based on a targeted approach to investment selection and the application of a robust diligence
process with respect to each target. The investment process is grounded in global best practices, adapted to local realities.



Screening - Our management team intends
to make an initial assessment on each target opportunity and intends to collaborate with advisory directors with particular sector experience
to gain sector insight and functional expertise. We intend to analyze the underlying business, sector, management team quality, investment
thesis, including an assessment on ESG, financial projections, valuation, and investment structure. Based on the initial assessment, our
management team will identify the key strategic objectives and enablers, critical success factors, proposed drivers of value creation
and commercial hypothesis underpinning the target.



Due Diligence - The due diligence process
starts with our management team’s engagement with target management and assessment of the preliminary information provided. We intend
for the scope of the due diligence to be based on testing and validating the investment hypothesis made by our management team and any
other preliminary findings. We will then potentially engage external service providers to cover specific areas of due diligence such as
financial, tax, legal, regulatory risk and/or compliance associated with any investment early.



Our management team believes that the strong fundamentals
of the Latin American region will translate into attractive opportunities across a wide range of sectors. Our thesis consists of two categories
of companies: the “new economy” high growth tech companies aligned with the mega-trends, and the opportunistic growth companies
or “deep value” companies with value upside as compared to international peers.



| | · | New Economy – targets in tech-related sectors (fintech,
healthtech, edtech, etc.) and/or high alignment with persistent megatrends, with sustained revenue growth rates of over 50%, annual
run-rate between $500 million to $1.0 billion and standing close to or at break-even.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                  
| | · | Deep Value – growth targets where ownership is highly motivated to go public and have value upside
compared to peers, which are expected to be found in healthcare, consumer, retail and other sectors where there are wide range of regional
comparables available.             



A key investment theme is a focus on targets that
have reached a critical mass in their own market and are looking for the right partner with whom to expand across borders. Such targets
are expected to be non-government related and have fundamentally strong operations, products, and management and therefore the capability
to create a footprint across the region and emerge as a regional leader that is hard-to-replicate. Consolidation strategies will be developed
through organic expansion, bolt-on acquisitions and strategic repositioning, with the aim of offering a potential buyer a differentiated
target that is a regional or national leader.





5







With that strategy in mind, we intend to assess potential merger candidates
along the following criteria:



| | · | Size: companies valued in excess of $500 million (ideally $500 million to $1.0 billion);                                                                                                                                   
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                            
| | · | Outstanding management: management teams that are exceptional and capable of being successful in any company
they operate;                                                                                                 
| |   |                                                                                                                                                                                                                            
| | · | Significant technology advantage driving disruption: companies that use technology to disrupt markets,
build efficiencies, differentiate products and/or distribution channels;                                            
| |   |                                                                                                                                                                                                                            
| | · | Companies that require growth capital: companies that require capital to grow or unlock expansion opportunities
and/or to continue developing their business models, given the lack of capital for this stage of financing;
| |   |                                                                                                                                                                                                                            
| | · | Growth path: companies within attractive growth markets, with favorable industry dynamics, which could
benefit from partnering with LatAmGrowth SPAC‘s team;                                                               
| |   |                                                                                                                                                                                                                            
| | · | Platform Play or Consolidation: companies that are ready to benefit from bolt-on acquisitions in industries
ripe for consolidation; and                                                                                    
| |   |                                                                                                                                                                                                                            
| | · | Publicly-ready driven companies: management and shareholders who aspire to have their businesses become
a public company.                                                                                                  



While these criteria will be used in evaluating
business combination opportunities, we may decide to enter into a business combination with a target business or businesses that do not
meet these proposed criteria. 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 other considerations, factors
and criteria that our management may deem relevant.



If 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 tender-offer documents or proxy solicitation materials that we would file with the Securities and Exchange
Commission (the “SEC”).



Market Opportunity



We seek to exploit at least one of the
following Latin American opportunities: (1) untapped potential by identifying niche sectors with supply-demand gaps, (2) regional
companies supported by the growing middle-class with increased purchasing power, and (3) companies enabled to benefit from new technology
creating disruption in the sectors where they operate.



Under-investment across several sectors in Latin
America, including SaaS (software as a service), healthcare, retail, consumer, education, fintech, and logistics, among others, presents
a large universe of potential targets with sizeable, profitable growth opportunities requiring capital and expertise in the region. Also,
Latin America, and Mexico in particular, has a substantial potential to increasingly serve as a production center for U.S. businesses
in the context of a re-accommodation of the global supply chain which we expect to drive domestic growth and the emergence of sizeable
companies with promising growth potential.





6







The demographic profile of the Latin American region
is favorable, including, according to the World Bank, a large population base of 646 million (approximately twice the population of the
U.S. and a growing middle class with disposable income that is expected to grow at a 5.5% rate between 2022-2025, according to the Economist
Intelligence Unit (“EIU”). Latin America is in the midst of realizing a demographic dividend, with a weighted average age
of 31, according to Fitch Solutions, which is 9 years younger than the Developed Markets median, according to the United Nations. This
population will be reaching their peak acquisition power as they enter a prime age for discretionary consumption. Moreover, these countries
are putting their youth to work. According to the World Bank, Labor force amounted to 315 million as of 2019 and is expected to grow to
111 million by 2021 with an expected CAGR of 0.8% between 2022-2025, according to EIU, while maintaining a low unemployment rate of 8.0%,
according to EIU. There is also rising digital and financial inclusion in Latin America. According to the World Bank, internet penetration
and banked population grew from 39% to 63% and from 39% to 55% from 2011 to 2017, respectively, combined with an under-penetration of
services and goods in selected categories compared to other more developed countries and Asian internet penetration and banked population
grew from 37% to 55% and 60% to 74% from 2011 to 2017, respectively.



At present, there are a large number of privately
held and family-owned businesses in Latin America undergoing generational changes that are open to new capital sources and are seeking
to create value through expansion and growth, as well as businesses owned by local private equity funds who are seeking to monetize on
their investments given they are at the end of their fund cycle. Such businesses face low penetration of capital markets in Latin America
as demonstrated by the low ratio of market capitalization of listed domestic companies to GDP, lagging behind other well-developed capital
markets, 37%, 39%, 68%, 73% respectively for Mexico, Colombia, Brazil and Chile vs. 158% for the United States, according to the World
Bank. Often these private companies in Latin America face difficulty in accessing late stage capital, mainly due to the limited size of
the local investor base and because local institutional investors tend to prioritize investments via large established players. Therefore
we believe that there are several private companies in the region, with valuations in excess of $500 million.



We believe that the strong fundamentals of the
region will translate into attractive opportunities across a wide range of sectors. Moreover, there are certain industries that we believe
to be structurally more attractive than others given a strong gap in supply and demand accompanied by new tech and e-commerce drivers.
For example, 80% of the Latin American population lives in urbanized areas, thus consumers are concentrated and easier to reach through
shipping (e-commerce). Also, Latin America has the fastest-growing smartphone penetration rates, currently around 69% and expected to
reach to 90% by 2022, according to GeoPoll, with internet usage becoming widespread. The number of internet users as a percentage of the
total population is 64%, 62% and 82% in Mexico, Colombia and Chile, respectively, according to the World Bank, compared to 87% in the
U.S., according to the World Bank. These strong fundamentals have translated into strong momentum for private equity within the region,
with private equity deal value growing at an approximately 52% rate from 2017 to 2021, reaching $16.4 billion in aggregate value, according
to Preqin.



Some of the sectors that we have identified to
be in need of growth capital have many leading high-growth companies, emphasized by tech-enabled components with proven business models
where the Latin American consumers are being underserved. These include the following:



Fintech – There is a large gap in supply
and demand for financial products in Latin America given that consumers in Latin America are vastly underbanked or unbanked. For example,
according to Comisión Nacional Bancaria y de Valores (CNBV) and Instituto Nacional de Estadística y Geografía (INEGI)
over 50% of the Mexican population are unbanked, over 30% have no financial products, and just 31% have credit products. These dynamics
make the Latin American region economy dependent largely on cash, with more than 90% and 70% of payments in Mexico and Brazil in paper
money, respectively, according to PYMTS and Cardtronics. Additionally, the bank market in Latin America is extremely concentrated with
the top 5 banks representing 69%, 70% and 70% of loans in Mexico, Brazil, according to Fitch Solutions and Colombia, the Superintendencia
Financiera de Colombia, respectively, compared to only 56% in the U.S., according to Angela Strange and Matthieu Hafemeister, Partners
at Andreessen Horowitz. The current state of the fintech industry creates opportunities for fintech players to better serve existing customers,
introduce consumers to the formal financial system for the first time, and introduce electronic payments and other solutions.



Consumer Goods -Consumption trends in Latin
America compare favorably with strong historical growth and proven economic trends to support continued future growth. Consumption expenditure
in Latin America has grown at CAGR of 5.5% for the 2004-2019 period, according to EIU, more than two times the growth rate of developed
markets for the same period. According to the Organization for Economic Co-Operation and Development (“OECD”), Latin America’s
middle class is much smaller than the OECD average and is expected to expand and become a key driver for economic growth.





7







Education - Opportunities in private education
are on the rise in Latin America since the private sector is fulfilling the educational gap created from the lack of public investment,
and from strong demand generated by the needs of highly qualified employees. On average, public education spending as a percentage of
GDP in Latin America is still low compared to the OECD (4.6% and 5.2%, respectively, according to the World Bank). Undergraduate education
enrollment within Latin America has increased at a sustained 2007-2016 CAGR of 5.0%+, according to the World Bank, more than 2.5x vs OECDs
members.



Healthcare – Public expenditure as a percentage
of GDP in Latin America stands at approximately 75% of OECD’s healthcare public expenditure (7.5% and 9.6%, respectively, according
to EIU) and has not grown significantly in the last 10 years, while demand continues to rise as a consequence of strong macroeconomic
fundamentals driving growth in the healthcare industry, including (1) a shift in Latin America’s demographic pyramid, (2) higher
disposable income per capita and (3) middle class expansion, underlined by positive healthcare trends which include changes in epidemiology,
rising chronic and degenerative diseases, and increasing aging population with a longer life expectancy.



Consumer Finance – There is currently a large
shortfall in the availability of credit in Latin America at a time when demand is increasing significantly. Consumer lending across these
countries has significantly increased over the last five years (2015-2020) at 9% per annum, according to Euromonitor; however, according
to EIU, outstanding consumer credit as a percentage of GDP as of 2020 is 35.7%, 118.4%, 37.9% and 54.6% for Mexico, Chile, Peru and Colombia,
respectively, which is still lower than the 118.8% for the U.S.



Logistics - Latin America’s regional integration
and internal market growth is expected to generate greater trade and cross-border transactions which will require additional logistic
support. Growth in container volume in Latin America has outperformed growth in the United States: the 2009-2019 CAGR for Latin America
was 4.9%, as compared to 4.0% for the United States, according to EIU. Furthermore, gross merchandise value (GMV), or the total value
of merchandise sold by online retailers is expected to grow approximately twice as much in Latin America as in the United States from
2020 to 2030, according to Lazard.



U.S. Hispanic-owned Businesses – Hispanic-owned
businesses represent 14% of the 33 million U.S. businesses and have grown over 40% from 2012-18 (more than 2x the growth rate of other
U.S. businesses), according to Globe Newswire. Additionally, Hispanic-owned businesses have adapted to new trends and have become technologically
savvy, with 36% of Hispanic-owned businesses earning most or all of their revenue online, according to Global Newswire. These growth trends
are underpinned by a strong demographic bonus given that the Hispanic population is expected to make up 29% of the United States population
by 2050, up from 17% as of 2016, according to J.P. Morgan.



Status as a public company



We believe that our structure will make us an attractive
business combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional
initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange
their shares of stock in the target business for our Class A ordinary shares or for a combination of our Class A ordinary shares and cash,
allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. We believe that target businesses
might find this avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In
a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will
likely not be present to the same extent in connection with a business combination with us. Furthermore, once the business combination
is consummated, the target business will have effectively become a public company, whereas an initial public offering is always subject
to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from
occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing
management incentives consistent with shareholders’ interests than it would have as a privately-held company. Public company status
can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees.
While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may
view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with
a more established entity or with a private company. These limitations include constraints on our available financial resources, which
may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek shareholder
approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and
the existence of our outstanding warrants, which may represent a source of future dilution.





8







Financial position



With funds in the trust account as of December
31, 2021 of approximately $132.6 million, and after payment of $4.55 million, payable to the underwriters for deferred underwriting commissions,
and including up to $40.0 million to be raised pursuant to the forward purchase agreement, we would have $168.05 million, available to
use for a business combination (assuming no shareholder seeks conversion of their public shares or seeks to sell their shares to us in
any tender offer in relation to such business combination), we offer a target business a variety of options such as providing the owners
of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth
and expansion of its operations and strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate 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 target business to fit its needs and
desires. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party
financing, and there can be no assurance that it will be available to us.



Initial Business Combination



Nasdaq rules require that we must complete
one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing
a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the
fair market value of our initial business combination upon standards generally accepted by the financial community. If our board of directors
is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial
advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an
independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar
or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s
assets or prospects.



We anticipate structuring our initial business
combination so that the post transaction company will own or acquire up to 100% of the equity interests or assets of the target business
or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less
than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”).
Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the
business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the
target and us in the business combination. 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 target. In this case, we would acquire a 100%
controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately
prior to 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 target business or businesses are owned or acquired by
the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account
for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80%
of net assets test will be based on the aggregate value of all of the target businesses.





9







Effecting Our Initial Business Combination



General



We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the
proceeds of our IPO and the private placement of the private placement warrants and the forward purchase units, the proceeds of the sale
of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may
enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination
of the foregoing. 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 securities, 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 use the balance of
the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction 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.



We have not selected any specific business combination
target. While we may pursue an initial business combination target in any industry, we intend to focus our search on businesses in Latin
America or Hispanic-owned businesses in the United States. Accordingly, there is no current basis for investors to evaluate the possible
merits or risks of the target business with which we may ultimately complete our initial business combination.



Although our management will assess the risks inherent
in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all
risks that a target 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 target business.



In addition to the forward purchase units, we may
seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire
with the net proceeds of our IPO and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase
price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we
may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable
securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.
In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer
documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would
seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked
securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to
forward purchase agreements or backstop agreements we may enter into. At this time, other than the forward purchase agreement, 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 or otherwise. None of our sponsor, officers, directors or shareholders is required to provide any financing to us in
connection with or after our initial business combination.





10







Sources of Target Businesses



We anticipate that target business candidates will
be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses
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 target businesses in which they think we may be interested on an unsolicited basis, since many of these sources
will have read our IPO prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates,
may also bring to our attention target 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. In addition, we expect to receive
a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record
and business relationships of our officers and directors. 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 management 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 management 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). Any such payments prior to our initial business
combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder’s fees, reimbursement,
consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or
any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation
of our initial business combination (regardless of the type of transaction that it is).



We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our sponsor, officers or directors, or from completing
the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event
we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is
a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.



Evaluation of a Target Business and Structuring of Our Initial Business
Combination



In evaluating a prospective target business, we
expect to conduct a 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 applicable, 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 target, we will proceed
to structure and negotiate the terms of the business combination transaction.



The time required to select and evaluate a target
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 target 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 management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.





11







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 Target’s Management Team



Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our
assessment of the target 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 management team,
if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our
management 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 management team will have significant experience or knowledge relating to the operations of the particular target
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 target 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 law or applicable stock exchange rule, or we may decide
to seek shareholder approval for business or other reasons.



Under Nasdaq’s listing rules, shareholder
approval would be required for our initial business combination if, for example:



| | · | We issue Class A ordinary shares that will be equal to or in excess of 20% of the number of our Class A ordinary shares then outstanding (other than in a public offering);                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | · | Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Class A ordinary shares could result in an increase in outstanding Class A ordinary shares or voting power of 5% or more; or
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | · | The issuance or potential issuance of Class A ordinary shares will result in our undergoing a change of control.                                                                                                                                                                                                                                                                                                                                                          





12







Permitted Purchases of 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, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in
such transactions, subject to compliance with applicable law and Nasdaq rules. None of the funds in the trust account will be used to
purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make 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, such selling shareholders would be required to revoke their prior elections to redeem their shares.
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 comply with such rules.



The purpose of any such purchases of shares 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 or (ii) to satisfy a closing condition in an agreement with a target 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. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding
or to vote such warrants on any matters 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 initial shareholders, officers, directors or their affiliates may pursue
privately negotiated purchases 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 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 purchase, they would
identify and contact only potential selling 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 such shares have not already been voted at the general meeting related to our
initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to
purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only
purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor,
officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. 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.



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 taxes, divided by the number of then outstanding public shares, subject to the limitations and on
the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 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. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with
the completion of our initial business combination.





13







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 $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. 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
initial business combination exceeds the aggregate amount of cash available to us, we will not complete the initial business combination
or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however,
raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial
business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among
other reasons, satisfy such net tangible assets or minimum cash requirements.



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) without a shareholder vote 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 requirement
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 require shareholder approval. So long as we maintain a listing for our securities
on Nasdaq, we will be required to comply with the Nasdaq’s shareholder approval rules.



The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions of our amended and
restated memorandum and articles of association and apply whether or not we maintain our registration under the Exchange Act or our listing
on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long
as we offer redemption in connection with such amendment.



If we provide our public shareholders with the
opportunity to redeem their public shares in connection with a general meeting, 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
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                              
| | · | file proxy materials with the SEC.                                                                                                                                                                           





14







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 an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if
the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our
sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors
have agreed to vote their founder shares, private placement shares and any public shares purchased after our IPO (including in open market
and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition
to our initial shareholders’ founder shares, we would need 4,875,001, or 37.5%, of the 13,000,000 public shares sold in our IPO
to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the
proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed
transaction.



If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will:



| | · | 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.



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.



Upon the public announcement of our initial business
combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.



We intend to require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.





15







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 $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. 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
initial business combination exceeds the aggregate amount of cash available to us, we will not complete the initial business combination
or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however,
raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial
business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among
other reasons, satisfy such net tangible assets or minimum cash requirements.



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 provide 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 management 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 IPO could threaten to exercise its
redemption rights if such holder’s shares are not purchased by us, our sponsor or our management 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 IPO, 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 target 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.



Delivering Share Certificates in Connection with the Exercise of
Redemption Rights



As described above, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer
agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth
in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days
prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request
for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares
is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection
with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.
Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if
we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as
applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails
to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.





16







There is a nominal cost associated with the above-referenced
process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
broker submitting or tendering shares 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 submit or 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.



Any request to redeem such shares, once made, may
be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. 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 target until 15 months from the closing of our
IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report).



Redemption of Public Shares and Liquidation if No Initial Business
Combination



Our amended and restated memorandum and articles
of association provide that we will have only 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete
a business combination as described in this report) to complete our initial business combination. If we have not completed our initial
business combination within such 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of 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 each case to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will
be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
our initial business combination within the time period.



Our sponsor and our officers and directors have
entered into an agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the closing
of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report). However, if our
sponsor or management team acquire public shares after our IPO, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the allotted time period.





17







Our sponsor, 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) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing
of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report) or (B) with
respect to any other material provisions relating to shareholders’ rights 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 taxes, divided by the number of 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 $5,000,001. 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.



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 $1.95
million of proceeds held outside the trust account as of December 31, 2021, although we cannot assure you that there will be sufficient
funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan
of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income
earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued
interest to pay those costs and expenses.



If we were to expend all of the net proceeds of
our IPO 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 approximately $10.20. The funds 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 substantially less than $10.20. 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 will seek to have all vendors, service
providers (other than Marcum LLP, our independent registered public accounting firm), prospective target 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 management
will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third-party
if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.
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 management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum
LLP, our independent registered public accounting firm, and the underwriters of our IPO 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 third party (other than Marcum LLP, our independent registered public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account
to below the lesser of (i) $10.20 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 $10.20 per share due to reductions in the value of the trust assets,
less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to
any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. 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. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could
be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you
would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.





18







In the event that the funds in the trust account
are reduced below the lesser of (i) $10.20 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 $10.20 per share due to reductions in the value of the trust assets,
in each case less taxes payable, 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 if, for example, the cost of such legal action is deemed by
the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable
outcome is not likely. 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 $10.20 per share.



We will 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 (other than Marcum LLP, our
independent registered public accounting firm), prospective target 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 IPO against certain liabilities, including liabilities under the
Securities Act. 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.



If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could
be subject to applicable bankruptcy or insolvency 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 $10.20 per share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency 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 complete our initial business
combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination
as described in this report), (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 allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing
of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report) or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if
they redeem their respective shares for cash upon the completion of our initial business combination. 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.





19







Competition



In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and 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 similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed
favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating
an initial business combination.



Facilities



We currently utilize office space at Pedregal 24,
8th Floor, Molino del Rey, 11000, Mexico City, Mexico. We consider our current office space adequate for our current operations.



Employees



We currently have two officers: Gerard Cremoux
and Gerardo Mendoza. 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 target 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.



Periodic Reporting and Financial Information



We have filed a Registration Statement on Form 8-A
with the SEC to voluntarily register our units, Class A ordinary shares and warrants under Section 12 of the Exchange Act. As
a result, we are subject to the rules and regulations promulgated under the Exchange Act, including the requirement that we file
annual, quarterly and current reports with the SEC. We have no current intention of filing a Form 15 to suspend our reporting or
other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.



We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders
to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance
with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited
in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses
we may conduct an initial business combination with because some targets 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 the prescribed time frame.
We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial
statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may
not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do
not believe that this limitation will be material.





20







We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. 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 have
our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such business combination.



We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands
government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years
from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains
or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other
obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital
by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.



We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.



In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.



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 IPO, (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.



Legal Proceedings



There is no material litigation, arbitration or
governmental proceeding currently pending against us or any members of our management team in their capacity as such.





21







Item 1A.       Risk
Factors



Summary Risk Factors



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 this
report before making a decision to purchase 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. These risks are more fully described in the section titled “Risk Factors” immediately
following this risk factors summary. These risks include, among others, the following:



| | · | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Your only opportunity to effect your 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 target.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and the status of debt and equity markets.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 submitting or tendering its shares, such shares may not be redeemed.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If the net proceeds of our IPO and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months following the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 $10.20 per share.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22







| | · | Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our initial shareholders control a substantial interest in us and thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We are dependent upon our founders and officers and their loss could adversely affect our ability to operate.
| | - | -------------------------------------------------------------------------------------------------------------



| | · | Certain members of our board of directors and management team may be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, and such activities may create conflicts of interest in making decisions on our behalf.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | You will 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.
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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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A registration of the Class A ordinary shares issuable upon exercise of the warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | · | Past performance by our management team, our sponsor and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Risks Relating to the Consummation of, or Inability to Consummate,
an Initial Business Combination and Post-Business Combination Risks



Our public shareholders may not be afforded an opportunity to vote
on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote,
which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.



We may choose not to hold a shareholder vote to
approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock
exchange listing requirements. In such case, 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. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such
approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve
of the business combination we complete. Please see “Item 1. Business—Effecting Our Initial Business Combination—Shareholders
May Not Have the Ability to Approve Our Initial Business Combination” for additional information.





23







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



At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. 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 vote. Accordingly, your only opportunity to effect your investment decision
regarding our initial 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.



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 are unable
to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust
account that are available for distribution to public shareholders, and our warrants will expire worthless.



We expect to encounter 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 similar or greater
technical, human and other resources to ours 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 target businesses we could potentially
acquire with the net proceeds of our IPO and the sale of the private placement warrants and forward purchase units, our ability to compete
with respect to the acquisition of certain target 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 target 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. Target 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 are unable to complete our initial business combination, our public shareholders may receive only their
pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire
worthless.



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 target.



We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash
for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. 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. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted
for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available
for us to use as consideration in an initial business combination. Furthermore, in no event will we redeem our public shares in an amount
that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion
of our initial business combination, or any greater net tangible asset or cash requirement that may be contained in the agreement relating
to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible
assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion of our initial business combination
or less than such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption
of our public shares and the related business combination, and we may instead search for an alternate business combination. Prospective
targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able
to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation
to pay the deferred underwriting commissions.





24







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 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, we will need to reserve a portion of the cash in the trust account to meet such requirements, or
arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results
in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares
at the time of our initial business combination. In addition, 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 above considerations may limit our ability to complete the most desirable business combination available to us 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 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 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 your exercise of redemption rights until we liquidate or you are able to sell
your shares in the open market.



The requirement that we complete our initial business combination
within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described
in this report) may give potential target 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 targets, 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 target business with which we enter
into negotiations concerning a business combination will be aware that we must complete our initial business combination within 15 months
from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report).
Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete
our initial business combination with that particular target business, we may be unable to complete our initial business combination with
any target 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.





25







Our search for a business combination, and any partner business
with which we ultimately complete a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic
and the status of debt and equity markets.



The COVID-19 pandemic has resulted in, and a significant
outbreak of other infectious diseases could result in, a widespread health crisis that has adversely affected the economies and financial
markets worldwide, and the business of any potential target 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 complete 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 complete a business combination, or the operations of a partner business with which we
ultimately complete a business combination, may be materially adversely affected. In addition, our ability to complete 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.



Finally, the outbreak of COVID-19 may also have
the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market
for our securities and cross-border transactions.



We may not be able to complete our initial business combination
within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described
in this report), 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 target business
and complete our initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time
to complete a business combination as described in this report). 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 completed our initial business combination
within such 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 (less taxes payable
and up to $100,000 of interest income to pay dissolution expenses), divided by the number of 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 each case, to our obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law.





26







If we are unable to consummate our initial business combination
within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described
in this report), our public shareholders may be forced to wait beyond such time period before redemption from our trust account.



If we are unable to consummate our initial business
combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination
as described in this report), the funds then on deposit in the trust account, including interest earned on the funds held in the trust
account (less taxes payable and up to $100,000 of interest income 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 Act. In that case,
investors may be forced to wait beyond 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a
business combination as described in this report) before the redemption proceeds of our trust account become available to them, and they
receive the return of their pro rata portion of the funds from our trust account. We have no obligation to return funds to investors prior
to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto 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 are unable to complete our initial business combination.



If we seek shareholder approval of our initial business combination,
our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.



Our initial shareholders own 20% of our issued
and outstanding ordinary shares. Our initial shareholders and management team also may from time to time purchase Class A ordinary
shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we
seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the company, including the founder shares. As a result, in addition to our initial shareholders’ founder shares, we would
need 4,875,001, or 37.5%, of the 13,000,000 public shares sold in our IPO to be voted in favor of an initial business combination in order
to have our initial business combination approved (assuming all outstanding shares are voted). Accordingly, if we seek shareholder approval
of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business
combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such
initial business combination.



In evaluating a prospective target business for
our initial business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase
units to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward
purchase units fails to close, we may lack sufficient funds to consummate our initial business combination.



We entered into a forward purchase agreement with the Sponsor Affiliate
pursuant to which it has agreed to purchase an aggregate of up to 4,000,000 forward purchase units for an aggregate purchase price of
up to $40.0 million in a private placement that will close simultaneously with the closing of our initial business combination. If the
sale of the forward purchase units does not close by reason of the failure of the Sponsor Affiliate to fund the purchase price for its
forward purchase units, for example, we may lack sufficient funds to consummate our initial business combination.



The funds from the sale of the forward purchase units are
expected to be used as part of the consideration to the sellers in our initial business combination, and to pay expenses in connection
with our initial business combination and may be used, with the agreement of the Sponsor Affiliate, for working capital in the post-transaction
company. If the Sponsor Affiliate does not agree to fund more than the amount necessary to complete the initial business combination,
the post-transaction company may not have enough cash available for working capital. The obligations under the forward purchase agreement
do not depend on whether any public stockholders elect to redeem their shares in connection with our initial business combination and
provide us with a minimum funding level for the initial business combination. However, if the sale of the forward purchase units does
not close by reason of the failure of the Sponsor Affiliate to fund the purchase price for its forward purchase units, for example, we
may lack sufficient funds to consummate our initial business combination. The Sponsor Affiliate’s commitment under the forward purchase
agreement will be contingent on SouthLight Capital completing the raising of a new fund. Additionally, the Sponsor Affiliate’s commitment
under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business
combination, of its investment committee. Additionally, the Sponsor Affiliate’s obligations to purchase the forward purchase units
are subject to termination prior to the closing of the sale of such securities by mutual written consent, or automatically: (i) if our
initial business combination is not consummated within the completion window; or (ii) if our sponsor or we become subject to any voluntary
or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn
within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property
of our sponsor or us, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition,
the Sponsor Affiliate’s obligations to purchase the forward purchase units are subject to fulfillment of customary closing conditions,
including that our initial business combination must be consummated substantially concurrently with the purchase of the forward purchase
units. In the event of any such failure to fund by the Sponsor Affiliate, any obligation is so terminated or any such condition is not
satisfied and not waived by such party, we may not be able to obtain additional funds to account for such shortfall on terms favorable
to us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business
combination company.





27







If we seek shareholder approval of our initial business combination,
our sponsor, our other initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public
warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”
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 sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public 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. There is no limit on the number of shares our initial shareholders, directors, officers,
advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally,
at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
non-public information), our initial shareholders, directors, 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. None of the funds in the trust account will be used to purchase shares or public warrants
in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder
of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.



In the event that our sponsor, initial shareholders,
directors, 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 purchases of shares could be to vote such shares in favor of the business combination and thereby
increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement
with a target 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. The purpose of any such purchases of public warrants could be to reduce
the number of public warrants outstanding or to vote such warrants on any matters 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. 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. See “Item 1. Business—Effecting Our
Initial Business Combination—Permitted Purchases of Our Securities” for a description of how our sponsor, directors, officers,
advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.





28







In addition, if such purchases are made, the public
 “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may
be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities
exchange.



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 submitting or 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 materials or tender offer documents, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit public shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See “Item 1. Business—Effecting
Our Initial Business Combination—Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”



We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination.



We have not selected any specific business combination
target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO
and the sale of the private placement warrants and forward purchase units. As a result, if the cash portion of the purchase price exceeds
the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required
to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be
available on acceptable terms, if at all. 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 target business candidate. Further, we may be required to obtain additional financing in connection with the closing
of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund
the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, 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 target business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target 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.





29







Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.



Although we have identified general criteria and
guidelines, including geographic area, for evaluating prospective target businesses, it is possible that a target 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 target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target 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 law, 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
target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our
public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public
shareholders, and our warrants will expire worthless.



We may seek business combination opportunities in industries or
sectors that may be outside of our management’s areas of expertise.



We may consider a business combination outside
of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate
offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent
in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant
risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than
a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business
combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable
to its evaluation or operation, and the information contained in this report regarding the areas of our management’s expertise would
not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain
or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial
business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction
in value.



Resources could be wasted in researching business combinations that
are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If
we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds
in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.



We anticipate that the investigation of each specific
target 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, consultants 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 target 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 are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust
account that are available for distribution to public shareholders, and our warrants will expire worthless.





30







We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target 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 target business, our ability to assess the target business’s management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
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 shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their shares. Such shareholders 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 with an early stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings.



To the extent we complete our initial business
combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings,
we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in
a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not
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 target business.



Moreover, in pursuing our business combination
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 (if at all) as
we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation
may be based.



The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The loss of a business combination target’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.



Since our sponsor, 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 may acquire after
our IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial
business combination.



In June 2021, our sponsor paid $25,000, or
approximately $0.007 per share, to cover certain of our offering costs, in exchange for an aggregate of 3,737,500 founder shares. The
purchase price of the founder shares was determined by dividing the amount of expenses paid on behalf of the company by the number of
founder shares issued. On March 10, 2022, our sponsor effected a surrender of 487,500 founder shares to the company for no consideration,
resulting in a decrease in the number of Class B ordinary shares outstanding from 3,737,500 to 3,250,000, such that the total number
of founder shares represents 20% of the total number of ordinary shares outstanding upon the completion of our IPO. The founder shares
will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 7,900,000
private placement warrants for an aggregate purchase price of $7.9 million, or $1.00 per warrant. The private placement warrants will
also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors
may influence their motivation in identifying and selecting a target 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 15-month
anniversary of the closing of our IPO (or up to 21-month anniversary, if we extend the time to complete a business combination as described
in this report) nears, which is the deadline for our completion of an initial business combination.





31







The nominal purchase price paid by our sponsor for the founder shares
may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor
is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the
business combination causes the trading price of our ordinary shares to decline materially.



While we sold our units at an offering price of
$10.00 per unit and the amount in the trust account is $10.20 per public share, implying an initial value of $10.20 per public share,
our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.007 per share. As a result,
the value of your public shares may be significantly diluted in the event we consummate an initial business combination. Our sponsor has
invested an aggregate of approximately $5.33 million in us, comprised of the $25,000 purchase price for the founder shares and the $7.9
million purchase price for the private placement warrants. As a result, even if the trading price of our ordinary shares significantly
declines, our sponsor will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup
its entire investment in us even if the trading price of our ordinary shares is less than $1.00 per share and even if the private placement
warrants are worthless. As a result, our sponsor is likely to make a substantial profit on its investment in us even if we select and
consummate an initial business combination that causes the trading price of our ordinary shares to decline, while our public shareholders
who purchased their units in our IPO could lose significant value in their public shares. Our sponsor may therefore be economically incentivized
to consummate an initial business combination with a riskier, weaker performing or less established target business than would be the
case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.



Because we must furnish our shareholders with target business financial
statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.



The federal proxy rules require that the
proxy statement with respect to the vote on an initial business combination include historical and 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 (“GAAP”) or international financial reporting standards as issued
by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial statements
may be required to be audited in accordance with the standards of the PCAOB”. These financial statement requirements may limit the
pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for
us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame.



If the net proceeds of our IPO and the sale of the private placement
warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months following the closing
of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report), it could limit
the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will
depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.



Of the net proceeds of our IPO and the sale of
the private placement warrants, only $2,494,203 remains available to us outside the trust account to fund our working capital requirements
as of December 31, 2021. We believe that, upon closing of our IPO, the funds available to us outside of the trust account will be sufficient
to allow us to operate for at least the next 15 months following such closing (or up to 21 months, if we extend the time to complete a
business combination as described in this report); however, we cannot assure you that our estimate is accurate. Of the funds available
to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target 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
or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors
on terms more favorable to such target 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 or merger agreement where we paid for the right to receive exclusivity
from a target 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 target business.





32







If we are required to seek additional capital,
we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither
our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.
Any such advances would 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 private placement warrants of the post-business combination
entity at a price of $1.00 per warrant at the option of the lender. Such 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 or an
affiliate of our sponsor 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 are unable to complete our initial business combination 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 $10.20 per share, or possibly less, on our redemption of our public shares, and our warrants will expire
worthless.



Because our trust account is expected to contain approximately $10.20
per Class A ordinary share at the time of our initial business combination, our public shareholders may be more incentivized to redeem
their public shares at the time of our initial business combination.



Our trust account will initially contain $10.20 per Class A ordinary
share. This is different than some other similarly structured blank check companies for which the trust account will only contain $10.00
per Class A ordinary share. As a result of the additional funds receivable by public shareholders upon redemption of public shares, our
public shareholders may be more incentivized to redeem their public shares.



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 price of our securities, which could cause you to lose some or all of
your investment.



Even if we conduct due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors
outside of the target business and outside of our control will not 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 target business or by virtue of our obtaining debt financing to partially finance the initial
business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders
following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant 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.





33







If third parties bring claims against us, the funds held in the
trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.



Our placing of funds in the trust account may
not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective
target 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 management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third party if management believes that such third party’s engagement would be in the best interests of the company under the
circumstances. Marcum LLP, our independent registered public accounting firm, and the underwriters of our IPO will not execute agreements
with us waiving such claims to the monies held in the trust account.



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 management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management 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 completed
our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial
business combination, we will be 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 $10.20 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent
registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered
into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds
in the trust account to below the lesser of (i) $10.20 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 $10.20 per share due to reductions in the value
of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities
under the Securities Act. 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. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.



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 funds in the trust account
are reduced below the lesser of (i) $10.20 per 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 $10.20 per share due to reductions in the value of the trust assets,
in each case less taxes payable, 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, for example, the cost of
such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors
determine that a favorable outcome is not likely. 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 $10.20 per share.





34







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 $10.20 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 earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses). 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 $10.20 per share.



If, after we distribute the funds in the trust account to our public
shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up 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 funds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency 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.



If, before distributing the funds in the trust account to our public
shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up 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 funds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency 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.





35







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. We cannot assure you that
claims will not 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 offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.



Our initial shareholders will control the appointment of our board
of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will
appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder
vote, potentially in a manner that you do not support.



Upon the closing of our IPO, our initial shareholders
own 20% of our issued and outstanding ordinary shares. In addition, prior to our initial business combination, holders of the founder
shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general
meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will have
no right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles
of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting
in a general meeting. As a result, you will not have any influence over the appointment of directors prior to our initial business combination.



In addition, as a result of their substantial
ownership in our company, our initial shareholders may exert a substantial influence on other 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 and approval
of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the aftermarket or in privately negotiated
transactions, this would increase their influence over these actions. Neither our initial shareholders nor, to our knowledge, any of our
directors or officers, 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. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until
the completion of our initial business combination.



We may not hold an annual general meeting until after the consummation
of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.



In accordance with Nasdaq corporate governance
requirements, we are required to hold an annual general meeting no later than one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act 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 appoint directors and to discuss company
affairs with management. 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 general meeting) serving a three-year term. In addition,
as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors
until after the consummation of our initial business combination.





36







Because we are neither limited to evaluating a target business in
a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will
be unable to ascertain the merits or risks of any particular target business’s operations.



Although we expect to invest in a Latin American
business or a Hispanic-owned business in the United States, our efforts to identify a prospective initial business combination target
will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity
in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses
that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive
experience in identifying and executing strategic investments regionally and has done so successfully in a number of early stage companies
across a variety of industries and end markets, including companies in the fintech, consumer goods, education, healthcare, consumer
finance and logistics sectors, among others. Our amended and restated memorandum and articles of association prohibit us from effectuating
a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected any
specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular
target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. 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 target business, we cannot assure you that we will 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 target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors
than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose
to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders
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 are not required to obtain an opinion from an independent investment
banking firm or from a valuation or appraisal 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 or our board of directors cannot independently determine the fair market value of the target business or businesses
(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking
firm which is a member of FINRA or from a valuation or appraisal firm 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 materials or tender offer documents, as applicable, related to our initial business combination.



Unlike some other similarly structured special purpose acquisition
companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial
business combination.



The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a
one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like,
and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities
other than forward purchase units are issued or deemed issued in connection with our initial business combination, the number of Class A
ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary
shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including 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 securities exercisable for or convertible into Class A ordinary
shares issued, or to be issued, pursuant to the forward purchase agreement or to any seller in the initial business combination and any
private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion
of founder shares will never occur on a less than one-for-one basis.





37







We may issue notes or other debt securities, 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 securities, or to otherwise incur outstanding debt following our IPO, 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 security is payable on demand;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security 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, 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
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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
proceeds of our IPO, the sale of the private placement warrants and the sale of the forward purchase units, if any, 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.



The net proceeds from our IPO and the private
placement of warrants provided us with $132.6 million, and after payment of $4.55 million of deferred underwriting commissions, and including
up to $40.0 million to be raised pursuant to the forward purchase agreement, we have $168.05 million that we may use to complete our initial
business combination. We may effectuate our initial business combination with a single target business or multiple target 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 target
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 target 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:





38







| | · | 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 targets, 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 investigations (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 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
management team will endeavor to evaluate the risks inherent in a particular target 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 target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.



Our management may not be able to maintain control of a target business
after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will
possess the skills, qualifications or abilities necessary to profitably operate such business.



We may structure our initial business combination
so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets
of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target 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-transaction company owns 50% or more of the voting securities of the target, 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 target 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
target. In this case, we would acquire a 100% interest in the target. 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 management will not be able to maintain control of the target business.





39











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 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 $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. 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 exceeds 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.



Certain agreements related to our IPO may be amended without shareholder
approval.



Each of the agreements related to our IPO to which
we are a party, other than the warrant agreement (except for provisions of the warrant agreement enabling amendments without shareholder
or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing
market precedents) to allow for the warrants to be classified as equity in our financial statements) and the investment management trust
agreement, may be amended without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us
and our initial shareholders, sponsor, officers and directors; the registration rights agreement among us and our initial shareholders;
the private placement warrants purchase agreement between us and our sponsor; and the forward purchase agreement between us and the Sponsor
Affiliate. These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter
agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants
and other securities held by our initial shareholders, sponsor, officers and directors. Amendments to such agreements would require the
consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons,
including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any
of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business
judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into
in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents,
as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be
disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion
of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment
in our securities. For example, amendments to the lock-up provision discussed above may result in our initial shareholders selling their
securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.





40







Our initial shareholders control a substantial interest in us and
thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.



Upon closing of our IPO, our initial shareholders
own 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 any units in our IPO or if our initial shareholders purchase any additional Class A ordinary
shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders
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 appointed by our sponsor, is divided
into three classes, each of which will generally serve for a terms for three years with only one class of directors being appointed 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 following the business combination, as a consequence of our “staggered” board of directors, only
a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position,
will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least
until the completion of our initial business combination.



As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.



In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.



In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or
increases in the cost of additional capital needed to close business combinations or operate targets post business combination. This could
increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and
may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.



Risks Relating to our Sponsor and Management Team



We are dependent upon our founders and officers 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 founders and officers. We believe that our success depends on the continued service
of our founders and officers, at least until we have completed our initial business combination. In addition, our founders and officers
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 founders or officers. The unexpected loss
of the services of one or more of our founders or officers could have a detrimental effect on us.





41







Our ability to successfully effect our initial business combination
and to be successful thereafter will be 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 target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory
positions following our initial business combination, it is likely that some or all of the management of the target 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 target 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 target business, subject to their fiduciary duties under Cayman Islands law.



Our 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 officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion
of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial
compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors
also serve as officers and board members for other entities. If our 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. For a complete
discussion of our officers’ and directors’ other business affairs, please see “Item 10. Directors, Executive Officers
and Corporate Governance.”



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



Following the completion of our IPO and 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 target business may be presented to another entity prior to its presentation
to us, subject to their fiduciary duties under Cayman Islands law. Each of our officers and directors presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or
will be required to present a business combination opportunity to such entity. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have
any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand,
and us, on the other.





42







In addition, 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 because our management team has significant experience in identifying
and executing multiple acquisition opportunities simultaneously, and as we believe there are a number of potential opportunities within
the industries and geographies of our primary focus.



Our 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, 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 target business that is affiliated with our sponsor, our directors or 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 target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target 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 shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. 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 target
businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which
may raise potential conflicts of interest.



In light of the involvement of our sponsor, officers
and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or
other existing holders. Our directors also serve as officers and board members for other entities. Such entities may compete with us for
business combination opportunities. Our sponsor, officers and directors 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 will not be specifically focusing on, or targeting, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
for a business combination as set forth in “Item 1. Business—Effecting Our Initial Business Combination—Evaluation of
a Target Business and Structuring of Our Initial Business Combination” and such transaction was 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 a valuation or appraisal 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, officers, directors or other existing holders, 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.





43







Certain members of our board of directors and management team may
be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, and such activities
may create conflicts of interest in making decisions on our behalf.



Certain of our directors and members of our management
team may be subject to a variety of conflicts of interest relating to their responsibilities to our sponsor and its other affiliates.
Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other affiliated entities.
Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities
owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore,
certain of our principals and employees may have a greater financial interest in the performance of such other affiliated entities than
our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of
such other entities.



Risks Relating to our Securities



You will 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 will be entitled to receive
funds from the trust account only upon the earliest 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
and on the conditions described herein, (ii) the redemption of any public shares properly submitted 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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business
combination as described in this report) or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity, and (iii) the redemption of our public shares if we have not completed an initial business
combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination
as described in this report), subject to applicable law and as further described herein. In no other circumstances will a public shareholder
have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the funds held in the trust
account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.



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.



Our units, Class A ordinary shares and warrants
are currently listed on the Nasdaq Global Market (“Nasdaq”). We cannot assure you that our securities will continue to be
listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior
to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain
a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination,
we will be 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, our share price
would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to meet those initial listing requirements
at that time.





44







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;
| | - | -------------------------------------



| | · | 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, 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 our 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.



Holders of our public shares will not be entitled
to vote on the appointment of directors prior to our initial business combination.



Prior to our initial business
combination, only holders of Class B ordinary shares will have the right to appointment directors in any general meeting. Holders
of our public shares will not be entitled to vote on the appointment of directors during such time. Accordingly, you may not have any
say in the management of our company prior to the 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 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 provide 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 the Excess Shares. 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. 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.





45







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, will 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 will 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 our 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 management and board of directors.



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 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-transaction 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.





46







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 submitted 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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business
combination as described in this report) or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity; or (iii) absent an initial business combination within 15 months from the closing of
our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report), our return of the
funds held in the trust account to our public shareholders as part of our redemption of the public shares. 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 are unable to complete our initial business combination, our public shareholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,
and our warrants will expire worthless.



A registration of the Class A ordinary shares issuable upon
exercise of the warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able
to exercise its warrants except on a cashless basis.



If the issuance of the Class A ordinary shares
upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable
state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants 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.



While we have registered the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act as part of our IPO registration statement, we do not plan on keeping
a prospectus current until required to do so pursuant to the warrant agreement. Pursuant to the terms of the warrant agreement, we have
agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to our IPO registration statement or a
new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise
of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days
following our initial business combination and to maintain 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 cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in
the information set forth in the IPO registration statement, the financial statements contained or incorporated by reference therein are
not current or correct or the SEC issues a stop order.





47







If the Class A ordinary shares issuable upon
exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, under the terms of the
warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will
be required to do so on a cashless basis, in which case the number of Class A ordinary shares that the holders of warrants will receive
upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 Class A ordinary shares per
warrant (subject to adjustment).



In no event will warrants 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, or an exemption
from registration or qualification is available.



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 “covered
securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek
to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of
the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register
or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use
our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to
the extent an exemption is not available. Exercising the warrants on a cashless basis could 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 than they would have upon a cash exercise.



In no event will we be required to net cash settle
any warrant, or issue securities (other than upon a cashless exercise as described above) 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 and no exemption is available. 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 shall 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 public warrants included as part of units sold in our IPO. In such an instance, our sponsor and its permitted
transferees (which may include our directors and executive officers) 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 Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as
set forth above even if the holders are otherwise unable to exercise their warrants. 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, 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 when there is no effective registration
statement, 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 it holds.





48







The grant of registration rights to our initial shareholders and
holders of our private placement warrants and forward purchase units 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 entered into concurrently
with the issuance and sale of the securities in our IPO, our initial shareholders and their permitted transferees can demand that we register
the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted
transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of
the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that
we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. Pursuant to the
forward purchase agreement, we have agreed that we will use our commercially reasonable efforts to file within 30 days after the closing
of our initial business combination a registration statement with the SEC for a secondary offering of the forward purchase shares and
the forward purchase warrants (and the underlying Class A ordinary shares) and to cause such registration statement to be declared effective
as soon as practicable after it is filed. We will bear the cost of registering these securities. 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 target 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 Class A ordinary shares that is expected
when the ordinary shares owned by our initial shareholders, holders of our private placement warrants, holders of our forward purchase
units or holders of our working capital loans or their respective permitted transferees are registered.



We may issue additional Class A ordinary shares or preferred
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 therein. Any such issuances would dilute the
interest of our shareholders and likely present other risks.



Our amended and restated memorandum and articles
of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B
ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately after our IPO,
there are 187,000,000 and 16,750,000 (assuming in each case that no forward purchase units are issued) authorized but unissued Class A
ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares
reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The
Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following
the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and
in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A
ordinary shares or equity-linked securities related to our initial business combination. As of March 31, 2022, there are no preferred
shares issued and outstanding.



We may issue a substantial number of additional
Class A ordinary shares or preferred 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 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 therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior
to 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. 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 preferred shares:



| | · | may significantly dilute the equity interest of investors in our IPO;
| | - | ---------------------------------------------------------------------





49







| | · | may subordinate the rights of holders of Class A ordinary shares if preferred 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 Class A ordinary shares are issued, which could result in the resignation or removal of our present officers and directors; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
| | - | -----------------------------------------------------------------------------------------------------



We cannot assure you that we will not 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,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination,
increased redemption thresholds and extended the time to consummate an initial 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 requires a special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders 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, 65% of the
then outstanding private placement warrants (except for provisions of the warrant agreement enabling amendments without shareholder or
warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing
market precedents) to allow for the warrants to be classified as equity in our financial statements). In addition, our amended and restated
memorandum and articles of association 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) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete an initial business combination within 15 months of the closing of our IPO (or up to 21 months, if we extend the
time to complete a business combination as described in this report) or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally
change the nature of the securities offered through our IPO registration statement, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time
to consummate an initial business combination in order to effectuate our initial business combination.



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 holders of not less than two-thirds of our ordinary shares who attend
and vote at a general meeting of the company (or 65% of our ordinary shares who attend and vote at a general meeting of the company with
respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold
than that of some other special purpose acquisition 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.



Our amended and restated memorandum and articles
of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds
of our IPO and the private placement of 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 under Cayman
Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders 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 65% of our ordinary shares who attend and vote at a general meeting of the company. Our initial shareholders,
who will collectively beneficially own 20% of our ordinary shares upon the closing of our IPO, 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 special purpose acquisition 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.





50







Our sponsor, 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) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing
of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report) or (B) with
respect to any other material provisions relating to shareholders’ rights 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 taxes, divided by the number of then outstanding public
shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability
to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach,
our shareholders would need to pursue a shareholder derivative action, subject to applicable law.



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, or for amendments
necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of 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 shareholder or warrant holder to cure any ambiguity or correct
any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors (taking
into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements, but otherwise
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 (i) in a manner
adverse to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment or
(ii) to the extent necessary for the warrants in the good faith determination of our board of directors (taking into account then
existing market precedents) to allow for the warrants to be classified as equity in our financial statements without the consent of any
shareholder or warrant holder. 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 or shares, shorten the exercise period or decrease the number of Class A ordinary
shares purchasable upon exercise of a warrant.



A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.



If (i) we issue additional ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly
Issued Price of less than $9.20 per Class A ordinary share, (ii) 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 (net of
redemptions), and (iii) the Market Value of our Class A ordinary shares 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, the
$18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the
higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination
with a target business.





51







Our warrants are expected to be accounted for as a warrant liability
and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse
effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business
combination.



Following the consummation of our IPO and the
concurrent private placement of warrants, we issued an aggregate of 14,400,000 warrants in connection
with our IPO (comprised of the6,500,000 warrants included in the units and the7,900,000
private placement warrants). We account for these as a warrant liability and record at fair
value upon issuance any changes in fair value each period reported in earnings as determined us based upon a valuation report obtained
from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market
price of our Class A ordinary shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted
for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.



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 share sub-divisions, share 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 sponsor or its 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 $0.01 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, 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 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 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 warrants to purchase 6,500,000 of our
Class A ordinary shares as part of the units offered in our IPO and, simultaneously with the closing of our IPO, we issued in a private
placement an aggregate of 7,900,000 private placement warrants, at $1.00 per warrant. In addition, if the sponsor makes any working capital
loans, it may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. We
entered into a forward purchase agreement with the Sponsor Affiliate pursuant to which it has agreed to purchase an aggregate of up to
4,000,000 forward purchase units for a purchase price of $10.00 per forward purchase unit, or an aggregate purchase price of up to $40.0
million in a private placement that will occur simultaneously with the closing of our initial business combination. 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 shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target 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 target business.





52







The private placement warrants are identical to
the warrants sold as part of the units in our IPO except that, so long as they are held by our sponsor or its permitted transferees: (1)
they will not be redeemable by us (except under certain circumstances when the price per Class A ordinary share equals or exceeds $10.00);
(2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be
exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are
entitled to registration rights.



Because each unit contains one-half of one warrant and only a whole
warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.



Each unit contains one-half 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. 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-half of the number of shares, thus making us, we believe, a more attractive merger partner
for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase
one whole share.



A market for our securities may not develop, which would adversely
affect the liquidity and price of our securities.



The price of our securities may vary significantly
due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic.
Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable
to sell your securities unless a market can be established and sustained.



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 management.



Our amended and restated memorandum and articles
of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best
interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of
and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.



An investment in our units may result in uncertain
or adverse United States federal income tax consequences.



An investment in our units may result in uncertain
United States federal income tax consequences. For instance, because there are no authorities that directly address instruments similar
to the units we issued in our IPO, the allocation an investor makes with respect to the purchase price of a unit between the Class A
ordinary shares and the one-half of one warrant to purchase Class A ordinary shares included in each unit could be challenged by
the IRS or courts. Furthermore, the United States federal income tax consequences of a cashless exercise of warrants included in the units
we issued in our IPO is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares
suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder
on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we
pay would be considered “qualified dividends” for United States federal income tax purposes.





53







Risks Associated with Acquiring and Operating a Business in Foreign
Countries



If we effect our initial business combination with a company located
outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.



We intend to pursue a target company with operations
or opportunities outside of the United States for our initial business combination, which may subject us to 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 target 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, including differences between U.S. GAAP and the International Accounting Standards;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | rules and regulations regarding currency redemption;
| | - | ----------------------------------------------------



| | · | complex corporate withholding taxes on individuals;
| | - | ---------------------------------------------------



| | · | 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;
| | - | ----------------------------------------------



| | · | challenges in managing and staffing international operations;
| | - | -------------------------------------------------------------



| | · | longer payment cycles;
| | - | ----------------------



| | · | tax issues, such as tax law changes and variations in tax laws as compared to the United States;
| | - | ------------------------------------------------------------------------------------------------



| | · | currency fluctuations and exchange controls;
| | - | --------------------------------------------



| | · | rates of inflation;
| | - | -------------------



| | · | challenges in collecting accounts receivable;
| | - | ---------------------------------------------



| | · | cultural and language differences;
| | - | ----------------------------------



| | · | employment regulations;
| | - | -----------------------





54







| | · | 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 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
initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and
results of operations.



If our management 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
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target 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 will 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 legal 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 target business with which to consummate our initial business combination and if we effect our initial business combination,
the ability of that target business to become profitable.



Exchange rate fluctuations and currency policies may cause a target
business’ ability to succeed in the international markets to be diminished.



In the event we acquire a non-U.S. target, 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 target 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 target business as measured in dollars will increase, which may
make it less likely that we are able to consummate such transaction.





55











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.



Transactions in connection with or in anticipation
of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As
a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.



Although we will attempt to structure transactions
in connection with our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant
facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example,
in anticipation of or as a result of our initial business combination and subject to requisite shareholder approval under the Companies
Act, we may enter into one or more transactions that require shareholders and/or warrant holders to recognize gain or income for tax purposes
or otherwise increase their tax burden. We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes
in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may be required to satisfy any
liability resulting from any such transactions with cash from its own funds or by selling all or a portion of such holder’s shares
or warrants.



Furthermore, we may effect a business combination
with a target company that has business operations outside of the Cayman Islands and, possibly, business operations in multiple jurisdictions,
and we may reincorporate in a different jurisdiction in connection therewith (including, but not limited to, the jurisdiction in which
the target company or business is located). If we effect any such transaction, including such a reincorporation, we could be subject to
significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries
related to those jurisdictions (including 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). Due to the complexity of tax obligations and filings in many jurisdictions, we
may have a heightened risk related to audits or examinations by taxing authorities. This additional complexity and risk could have an
adverse effect on our after-tax profitability and financial condition. In addition, shareholders or warrant holders may be subject
to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.



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 Securities and Exchange Commission, 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 revenue-generating activities to compliance activities.



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.





56







We employ a mail forwarding service, which may delay or disrupt
our ability to receive mail in a timely manner.



Mail addressed to the Company and received at
its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company,
its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability
to communicate with us.



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 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 the status of an acquired company pursuant to a business combination and 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. Our actual PFIC status for
any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception,
potentially not until after the two taxable years following our current taxable year). Moreover, if we determine we are a PFIC for any
taxable year, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (the “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 be
unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisers regarding the possible application
of the PFIC rules.



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.



We will be exposed to certain risks that are particular to investing
in emerging and other markets.



In seeking significant investment exposure in
Latin American countries, we are subject to political, economic, legal, operational and other risks that are inherent to operating and
investing in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization,
expropriation, price controls and other restrictive governmental actions. We will also face the risk that exchange controls or similar
restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in
their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.



General Risk Factors



We are a blank check company with no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.



We are a blank check company incorporated under
the laws of the Cayman Islands with no operating results, and we did not commence operations until obtaining funding through our IPO.
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. We 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.





57







Past performance by our management team, our sponsor and their affiliates,
including investments and transactions in which they have participated and businesses with which they have been associated, may not be
indicative of future performance of an investment in the Company.



Information regarding our management team and
their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the
businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate
for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect
to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and
their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our
management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond
our control, and our shareholders may experience losses on their investment in 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.



We may not have sufficient funds to satisfy indemnification claims
of our directors and officers.



We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, 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 to not seek recourse against the trust account for any reason whatsoever. Accordingly,
any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account
or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors 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 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 internal controls 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.





58







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.



Additionally, we are a “smaller reporting
company” as defined in Rule 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 any fiscal year for so long as either (1) the market value of our ordinary shares held by
non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during
such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $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 our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an initial business combination.



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, 2022. 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. Further, for as long as we remain an emerging growth company, we will not 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 target 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 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 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 officers, or enforce judgments obtained in the United States courts against our directors or officers.



Our corporate affairs 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.





59







We have been advised by Maples and Calder (Dubai)
LLP, 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.



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 management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.



Item 1B.         Unresolved
Staff Comments.



None.



Item 2.             Properties.



We currently utilize office space
at Pedregal 24, 8th Floor, Molino del Rey, 11000, Mexico City, Mexico.



Item 3.             Legal
Proceedings.



We are not currently subject to any material legal
proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their
corporate capacity.



Item 4.             Mine
Safety Disclosures.



None.





60







PART
II



|Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------



Market Information.



Our units, Class A ordinary shares and warrants
are traded on the Nasdaq Global Market under the symbols “LATGU”, “LATG” and “LATGW”, respectively.



Holders



Although there are a larger number of beneficial owners, at March 31,
2022, there was 1 holder of record of our units, 1 holder of record of our separately traded Class A ordinary shares and 1 holder of record
of our separately traded warrants.



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. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any other stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection
with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.



Securities Authorized for Issuance Under Equity Compensation Plans



None.



Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Offerings



On January 27, 2022, we consummated our IPO of
13,000,000 units. The units sold in our IPO were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $130.0
million. BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch acted as underwriters of the offering.  The securities
in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-261361). The registration statement
was declared effective on January 24, 2022.



Substantially concurrently with the closing of
our IPO, the Company completed the private sale of 7,900,000 warrants (the “Private Placement Warrants”) at a purchase price
of $1.00 per Private Placement Warrant, to the Company’s sponsor, LatAmGrowth Sponsor LLC (the “sponsor”), generating
gross proceeds to the Company of $7.9 million. The private placement warrants are identical to the warrants sold as part of the units
in our IPO except that, so long as they are held by the sponsor or its permitted transferees: (1) they will not be redeemable by the Company
(except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including
the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned
or sold by the sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised
by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled
to registration rights.



We paid a total of $2.6 million in underwriting
discounts and commissions and approximately $0.5 million for other costs and expenses related to our IPO. In addition, the underwriters
agreed to defer up to $4.55 million in underwriting discounts and commissions.





61







A total of $132.6
million of the net proceeds from the sale of the units in our IPO and the private placement on January 27, 2022 were placed in a trust
account established for the benefit of the Company’s public shareholders at JP Morgan
Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.



There has been no material change in the planned
use of proceeds from our IPO as described in our final prospectus dated January 24, 2022, which was filed with the SEC.



Item 6.          Selected
Financial Data.



Not required.



|Item 7.          Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|-------------------------------------------------------------------------------------------------------



Cautionary Note Regarding Forward-Looking Statements



All statements other than statements of historical
fact included in this annual report, including, without limitation, statements under “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. When used in this annual report, words such as “anticipate,”
 “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us
or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety
by this paragraph.



The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
in this annual report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.



Overview



We are a blank check company incorporated
on May 20, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific
business combination target. While we may pursue an initial business combination target in any industry, we intend to focus our search
on Latin American businesses or Hispanic-owned businesses in the United States. We intend to effectuate our initial business combination
using cash from the proceeds of our IPO and the private placement of the private placement warrants and forward purchase units, the proceeds
of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements
we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a
combination of the foregoing.



The issuance of additional shares in connection
with a business combination to the owners of the target or other investors:



| | · | may significantly dilute the equity interest of investors in our IPO, 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 preferred 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 could result in the resignation or removal of our present officers and directors;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





62







| | · | 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; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
| | - | ----------------------------------------------------------------------------------------------



Similarly, if we issue debt securities or otherwise incur significant
debt to bank or other lenders or the owners of a target, it could result in:



| | · | 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 security is payable on demand;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security 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, 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
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As indicated in the accompanying financial statements,
at December 31, 2021, we had no cash and deferred offering costs of $438,499. Further, we expect to incur significant costs in the pursuit
of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination
will be successful.



Results of Operations



As of December 31, 2021, we have not commenced
any operations. All activity for the period from May 20, 2021 (inception) through December 31, 2021, relates to our formation and IPO,
and, since the completion of our IPO, searching for a target to consummate an initial business combination. We will not generate any operating
revenues until after the completion of our initial business combination, at the earliest. We generate non-operating income in the form
of interest income from the proceeds derived from our IPO and placed in the trust account.



For the period from May 20, 2021 (inception) through
December 31, 2021, we had a net loss of $90,535, which consisted of formation and operating costs.





63







Liquidity and Capital Resources



As of December 31, 2021, we had no cash on hand
available for working capital needs.



On January 27, 2022, we consummated our IPO of
13,000,000 units, at $10.00 per unit, generating gross proceeds of $130.0 million. There was $2,494,203 in cash held outside the trust
account.



Simultaneously with the closing of our IPO, we
consummated the sale of 7,900,000 private placement warrants at a price of $1.00 per private placement warrant in a private placement
to our sponsor, generating gross proceeds of $7.9 million.



In order to fund working capital deficiencies or
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 an 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 private placement warrants
of the post-business combination entity, at a price of $1.00 per warrant, at the option of the lender. Such warrants would be identical
to the private placement warrants.



We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, 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 funds 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. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion
of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds
available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.



Off-Balance Sheet Financing Arrangements



We have no obligations, assets
or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non- financial assets.



Contractual Obligations



As of December 31, 2021, we
did not have any long-term debt, capital or operating lease obligations.



Critical Accounting Policies



The preparation of financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from
those estimates. We have identified the following as our critical accounting policies:





64







Deferred Offering Costs



Deferred
offering costs consist of legal and accounting expenses incurred through the balance sheet date that are directly related to ourIPO.
Deferred offering costs, other than the underwriting discount, were allocated to the Units issued in our IPO and the Private Placement
Warrants based on a relative fair value basis, compared to total proceeds received. The underwriting discount was allocated to the Units
based on a relative fair value basis, compared to total proceeds received. Upon completion of our IPO, offering costs associated with
warrant liabilities were expensed, and presented as non-operating expenses in the statement of operations and offering costs associated
with the Class A ordinary shares were applied against Class A ordinary shares classified as temporary equity.



Fair Value of Financial Instruments



The fair value of the Company's assets and liabilities, which qualify
as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented
in the balance sheet, primarily due to its short-term nature.



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). The Company’s financial instruments are classified as either Level
1, Level 2 or Level 3. 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.



Warrant Liability



The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from
Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own
ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as
of each subsequent quarterly period end date while the warrants are outstanding.



For issued or modified warrants that meet all of
the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance.
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded
as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations.



Redeemable Share Classification



The
Company's ordinary shares that were sold as part of the Units in ourIPO ("public ordinary shares") contain a redemption
feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with
the Company's initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to
redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary
shares sold as part of the Units in our IPO were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial
carrying value of public ordinary shares classified as temporary equity, and the Public Warrants are considered a derivative liability
and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject
to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above.



Net Loss Per Share



The Company complies with accounting and disclosure requirements of
FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number
of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares
were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that are subject to forfeiture if the over-allotment
option is not exercised by the underwriters (see Note 5). At December 31, 2021, the Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a
result, diluted loss per share is the same as basic loss per share for the period presented.



The Company complies with accounting and disclosure requirements of
FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number
of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares
were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that are subject to forfeiture if the over-allotment
option is not exercised by the underwriters. At December 31, 2021, the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted
loss per share is the same as basic loss per share for the period presented.



Recent Accounting Pronouncements



In August 2020, the FASB issued
Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging --Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own
Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required
under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the
derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06
on May 20, 2021 (inception). Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.



Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statements.



JOBS Act



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, our 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 independent registered public accounting firm’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 report of the independent registered public
accounting firm 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 IPO or until we are no longer an “emerging growth company,” whichever is earlier.





65







|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------



Following the consummation of ourIPO,
the net proceeds of our IPO, including amounts in the trust account, have been invested in U.S. government treasury bills, notes or bonds
with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature
of these investments, we believe there will be no associated material exposure to interest rate risk.





|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------



Reference is made to Pages F-1 through F-7
comprising a portion of this annual 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 are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.
Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,
including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”),
the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act.
Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were
not effective.



Specifically, management’s
determination was based on the following material weaknesses which existed as of December 31, 2021. The Company did not record deferred
offering costs in the proper accounting period. The costs were paid in 2022 but incurred in 2021 so they were not properly accrued at
December 31, 2021. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will
not be prevented or detected on a timely basis. Notwithstanding the determination that our internal control over financial reporting was
not effective, as of December 31, 2021, and that there was a material weakness as identified in this Annual Report, we believe that our
consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash
flows for the years covered hereby in all material respects.



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.



Internal Control Over Financial Reporting



This Annual Report on Form
10-K does not include a management’s assessment regarding internal control over financial reporting or an attestation report of
our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies and for an
 “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act,
as modified by the Jumpstart Our Business Startups Act of 2012.



Changes in Internal Control Over Financial Reporting



During the most recently completed
fiscal year, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



|Item 9B. | Other Information.
|-------- | ------------------



None.





66







|Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
|-------- | --------------------------------------------------------------------



Not applicable.



PART
III



|Item 10. | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------



Our current directors and executive officers are
as follows:





|                      |  |     |    |  |       |                                                              
|--------------------- |  | --- | -- |  | ----- | -------------------------------------------------------------
|Name                  |  | Age |    |  | Title
|Gerard Cremoux        |  |     | 51 |  |       | Chief Executive Officer, Chief Financial Officer and Director
|Gerardo Mendoza       |  |     | 39 |  |       | Chief Investment Officer                                     
|Eduardo Cortina       |  |     | 39 |  |       | Chairman of the Board                                        
|Hector Martinez       |  |     | 53 |  |       | Managing Director                                            
|Miguel Olea           |  |     | 70 |  |       | Managing Director                                            
|Michael J. McGuinness |  |     | 55 |  |       | Director                                                     
|Zain A. Manekia       |  |     | 50 |  |       | Director                                                     
|Carole Philippe       |  |     | 54 |  |       | Director                                                     
|Murray Case           |  |     | 66 |  |       | Board Advisor                                                
|Juan Manuel Ordoñez   |  |     | 41 |  |       | Board Advisor                                                
|Roberto Rittes        |  |     | 48 |  |       | Board Advisor                                                
|Aron Schwarzkopf      |  |     | 33 |  |       | Board Advisor                                                
|Julio Serrano         |  |     | 53 |  |       | Board Advisor                                                
|Adam Wiaktor          |  |     | 66 |  |       | Board Advisor                                                



Gerard Cremoux, Chief Executive Officer, Chief Financial Officer
and Director



Gerard Cremoux has served as our Chief Executive
Officer since March 2021 and as our Chief Financial Officer and Director since November 2021. Mr. Cremoux is the former Head
of Investment Banking for Latin America at UBS Investment Bank. He led a team of 30 bankers located in Mexico, Colombia, Argentina and
Brazil. With over 25 years of experience in the LatAm market, Mr. Cremoux has worked and/or led over 100 completed transactions,
the vast majority in M&A situations and equity offerings. In M&A he has successfully executed around $25 billion in buy/sell sides,
including the $3.7 billion acquisition of ING LatAm pension assets by Grupo Sura, Bancolombia’s $2.1 billion acquisition of HSBC
Panama and AXA’s in the $1.5 billion acquisition of ING’s operations in Mexico. In terms of equity offerings, he led the IPO
or secondary offerings of 20+ issuers in Latin America including Unifin, Davivienda, Santander Mexico, Inbursa, Grupo Sura, Banorte,
BMV, Bancolombia, and Unibanco. Mr. Cremoux currently works as an exclusive independent advisor in several M&A transactions and
is a board member of a SOFIPO in Mexico. He is also an investor in Fintech companies in the region. Mr. Cremoux worked 22 years in
New York, 3 years in Sao Paulo and has recently moved to Mexico City. Gerard brings his considerable deal experience, proprietary deal
sourcing, public market experience, buy side relationships, vast network of contacts and natural ability to pursue and generate value.



Gerardo Mendoza, Chief Investment Officer



Gerardo Mendoza has served as our Chief Investment
Officer since March 2021. Mr. Mendoza is Co-Managing Partner of Colony LatAm Partners, being rebranded to SouthLight Capital.
Mr. Mendoza has over 14 years of private equity and investment banking experience. Mr. Mendoza is responsible for sourcing,
executing, and monitoring the group’s investments across Latin America, co-managing the group’s investments in Colombia, Peru,
and Chile. Mr. Mendoza currently sits on the Board of QBCo in Colombia, on the Board of Casaideas in Chile and on the Board of Urbano
Express and Acurio Restaurantes in Peru. He also sits on the Board as an Independent Director for the largest residential developer in
Mexico City and the leading niche redevelopment firm in Mexico City, among other advisory roles.





67







Before joining SouthLight Capital in 2013, Mr. Mendoza
worked as the Head of New Product Development at Prudential Real Estate Investors Latin America (“PREI”, now PGIM), where
he was responsible for the development, structuring and marketing of two real estate funds in Mexico. Prior to this, Mr. Mendoza
was an Associate Director at PREI ́s Transactions Group, where he was in charge of sourcing, analyzing, negotiating, and closing
private equity real estate transactions in Mexico. Mr. Mendoza has also been an active mentor at Endeavor since 2009 and is the former
President of Net Impact ́s Mexican chapter. Mr. Mendoza holds an MBA degree from Stanford University ́s Graduate School
of Business and a BA degree in Economics from Instituto Tecnológico Autónomo de México.



Eduardo Cortina, Chairman of the Board of Directors



Eduardo Cortina has been a member of our board
of directors since March 2021. Mr. Cortina is Co-Managing Partner of Colony LatAm Partners, being rebranded to SouthLight Capital.
Mr. Cortina has over +16 years of experience in the finance industry and is responsible for sourcing, executing, and monitoring the group’s
investments throughout Latin America, including co-managing the group’s investments in Mexico. He currently sits on the Board of
Acritus, Mexarrend and formerly Emerging Energy in Mexico, on the Board of Saint Honoré and Selina. Since the launch of CLAF l,
Mr. Cortina has led multiple investments in CLAP funds and led fundraising efforts for Mexico, which included a CKD vehicle. Prior to
joining the SouthLight Capital business, Mr. Cortina worked for Banco Santander Mexico in portfolio management and equity investments
and in Actinver, a medium-sized Investment Bank in Mexico. Before transitioning into finance, he worked for a water treatment plant construction
company. Mr. Cortina is the Chairman of the Mexican Private Equity Association (AMEXCAP) and Secretary Advisor for Construyendo, a non-profit
organization that builds housing for the lowest income layers. Mr. Cortina holds an MBA degree from Kellogg School of Management and an
Industrial Engineering degree from Universidad Iberoamericana and is a CFA® charter holder.



Hector Martinez, Managing Director



Héctor Martínez has served as a
Managing Director since March 2021. Mr. Martinez is Co-Managing Partner of Colony LatAm Partners, being rebranded to SouthLight
Capital. Mr. Martínez has over 25 years of investment banking, project finance and private equity experience in Latin America.
Mr. Martínez is responsible for sourcing, executing, and monitoring the group’s investments across Latin America, co-managing
the group’s investments in Chile and Peru. Mr. Martínez currently sits on the Board of Urbano Express and Acurio Restaurantes
in Peru, on the Board of Casaideas in Chile and on the Board of QBCo in Colombia. Mr. Martínez managed the overall activities
of SouthLight Capital in Peru since 2008, which was expanded to include Chile in 2015 and Colombia in 2017. Prior to SouthLight Capital,
Mr. Martínez was a Director of Project Finance at Latin Pacific Capital, where he led several advisory projects in the mining,
infrastructure, and agribusiness sectors. Mr. Martinez also worked at Santander Investment, where he was the Vice President responsible
for cross-border M&A and project finance, and at Interinvest (Interbank Group), where he worked on several mergers and acquisitions
in the small and mid-cap sector. Mr. Martínez also worked at HSBC Securities in New York, where he was responsible for the
origination and execution of equity underwriting mandates for Latin American corporations on the NYSE. Mr. Martínez holds
an MBA from the University of North Carolina and a law degree from the Pontificia Universidad Católica del Perú.



Miguel Olea, Managing Director



Miguel Olea has served as a Managing Director
since March 2021. Mr. Olea is Co-Managing Partner of Colony LatAm Partners, being rebranded to SouthLight Capital. Mr. Olea
is Chairman of the Board on Emerging Energy, Docuformas and Acritus in Mexico and is also on the Board of Casaideas in Chile. Mr. Olea
began his career in the Mexican public sector. Mr. Olea’s experience includes positions such as Director of International Finance
at Mexicoʼs Ministry of Finance, Minister Counselor responsible for the Economic Section of the Mexican Embassy to the United
States (1982) and Chief of Staff for the Minister of Foreign Affairs, where he was appointed Ambassador by President Miguel de la Madrid.
For the past 33 years Miguel Olea has been doing private equity, founding OPCAP, one of the pioneer PE funds in Mexico, and then moving
on to Aureos and lately SouthLight Capital as Partner and Manager. Mr. Olea holds a BSc in mechanical and electrical engineering
from the Universidad Anáhuac in Mexico City, a MSc in engineering management and a MSc in operations research from Stanford University
in California.





68







Michael J. McGuinness, Independent Director



Michael J. McGuinness has been a member of our
board of directors since March 2021. Mr. McGuinness is an M&A partner in the New York office of Jones Day. Before Jones
Day, he was an M&A partner in the New York office of Shearman & Sterling, where he led the firm’s Latin American M&A
practice. For the past 25 years, Mr. McGuinness' law practice has focused on managing complicated cross-border M&A transactions
across Latin America. His experience includes representing J&F Investimentos in its attempted $4 billion sale of Brazilian pulp &
paper company Eldorado to Celulosa Arauco, GrupoSura in its $3.6 billion acquisition of ING's Latin America pensions assets, Anglo American
plc in its $5.4 billion sale to Mitsubishi of a minority stake in Chilean copper mining company Anglo American Sur, and JBS in its $2.8
billion acquisition of a majority stake of Pilgrim's Pride. In addition to his Latin American experience, Mr. McGuinness held several
prominent roles at GE, including general counsel of one of its industrial business units, and has executed more than a dozen significant
transactions for GE. Mr. McGuinness, who has appeared on Bloomberg News to discuss U.S.-Mexico relations and published widely on
Latin American matters, has been recognized as a "legal star" by the Latin Business Chronicle and described by The Legal 500
as a "Latin America M&A Heavyweight." He brings his 25 years of deal sourcing and execution skills on high-profile transactions
as well as his considerable experience and network of contacts across Latin America.



Zain A. Manekia, Independent Director



Zain A. Manekia has been a member of our
board of directors since January 2022. Mr. Manekia has comprehensive deal structuring capabilities and broad knowledge of products across
the capital spectrum in both public and private equity and debt capital markets. He has been involved in underwriting more than 100 transactions
in the United States, Europe, and Latin America, with over US$60.0 billion in transaction value and a solid track record on sourced and
proprietary capital. Mr. Manekia is the founder and managing principal of Cicerone Advisers LLC (“Cicerone”), established
in 2001, a boutique merchant banking firm that provides strategic advice and delivers capital solutions to leading and emerging companies.
Mr. Manekia has orchestrated numerous transactions, including leveraged buyouts, recapitalizations, mergers and acquisitions, and financial
restructurings. Mr. Manekia began his professional career in 1991 as a proprietary trading desk analyst at BD Securities, a single-family
office in New York, where he managed a portfolio of listed securities focused on semiconductors, telecommunications, transportation, and
retail sectors. In 1993, he joined S.G. Warburg, a predecessor firm to UBS Investment Bank, as a senior associate and a joint-lead member
of the Special Situations team. From 1995 until late 2000, he served as an executive director and head of the Latin American TMT research
group. Mr. Manekia was a vital member of building the Latin American investment banking, research, sales, and trading teams at UBS, leading
the successful integration of the bank’s Latin American research departments in a merger between SBC Warburg and UBS AG.



Carole Philippe, Independent Director



Carole Philippe has been a member of our board
of directors since January 2022. From 2015 to 2016, Mrs. Philippe served as General Counsel and as a member of the Board and Audit, Risk
and Executive Committees of Invesco Europe, a financial services company. From 2008 to 2014, Mrs. Philippe held several roles at Aviva
AM, a financial services company, including serving on the Board and Executive, Audit, Risk and Investment Committees, as Chief of Staff
to the Chief Executive Officer, as Head of the Infrastructure Committee and as General Counsel. Prior to joining Aviva AM, Mrs. Philippe
held executive positions in various global banks, including Head of Legal for Europe and Middle East for the Hedge Fund Division and Head
of Investment Banking Continental Europe at Merrill Lynch. Mrs. Philippe has a Finance diploma from Institut des Sciences Politiques de
Paris and a Maitrise en Droit from Universite de Paris Sceaux. We believe Mrs. Philippe’s experience in global investment companies
will make her well qualified to serve as a director.





69







Murray Case, Board Advisor



Murray Case has been an advisor to our board of
directors since January 2022. Murray Case is Chairman of Scala Data Centers. Mr. Case has focused on Latin American digital infrastructure
since 2017. He is also currently the lead director of a Brazilian metro fiber operator and a Colombian financial software firm. He is
also a director of a Mexican broadband provider. Prior to his current roles, he was Chief Executive of Grupo redIT, an operator of communications
networks, data centers and managed information services in Mexico and the Western U.S., until it was sold to Kio Networks in 2014. Under
his leadership, Grupo redIT opened multiple new metro fiber markets, built one of the largest data center complexes in Mexico and was
a leading provider of mission-critical IT services. Prior to co-founding Grupo redIT in the late 1990’s, Mr. Case directed the banking
representative office of Salomon Brothers in Mexico City, which he established in 1994. Mr. Case received a Bachelor of Arts from
Harvard University and an MBA from Harvard Business School.



Juan Manuel Ordoñez, Board Advisor



Juan Manuel Ordoñez has been an advisor
to our board of directors since January 2022. Since 2014, Mr. Ordoñez has served as Chief Executive Officer of Tinello Capital,
a single-family office of a Colombian conglomerate, leading its investment practice in public and private markets. His current board roles
include Pulpomatic S.L., a B2B SaaS that provides fleet management tools, and Centeo S.A. de C.V, a SME credit originator fintech. From
2016 to 2019, Mr. Ordoñez served as Director of Cimacast Inc. a digital advertising company. He also served for three years on
the Investment Committee of RCN media for equity funds. Over the last seven years, Mr. Ordoñez has been a Board observer in seven
additional companies. Prior to joining Tinello Capital, Mr. Ordoñez worked at Navent group (as Riverwood Capital in-house team),
Advent International, Violy and Company and Sudameris Bank. Mr. Ordoñez has an MBA from MIT Sloan School of Management and a B.S.
in Industrial Engineering, from Los Andes University.



Roberto Rittes, Board Advisor



Roberto Rittes has been an advisor to our board
of directors since January 2022. From 2017 to 2019, Mr. Rittes served as the Chief Executive Officer of Nextel Brazil and the Principal
Executive Officer of its Nasdaq listed holding company, NII Holdings and led the turnaround and subsequent US$950 million sale of the
business to América Móvil. Until July 2020, Mr. Rittes also led the post-merger integration of Nextel into Claro, América
Móvil’s business in Brazil.



Prior to joining Nextel, Mr. Rittes was the
Head of Value Creation at H.I.G. Capital, a leading global private equity firm. He also served as the Chief Financial Officer
and Chief Operating Officer of Boa Vista Serviços, a Brazilian credit bureau managed by TMG Capital, as the Chief Financial Officer
of Estre Ambiental, an environmental services group managed by BTG and Angra Partners, and as key officer for Brazilian telecom companies
Oi and Brasil Telecom. Mr. Rittes started his career at UBS’ New York based Latin American investment banking team
and later joined the bank’s telecom, media and technology group. Mr. Rittes has an MBA from Harvard Business School and
a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in Sao Paulo, Brazil.
Mr. Rittes serves a director at the board of Atento (NYSE: ATTO) and as an advisor to the board of ICE Group (Oslo: ICE.NO), the third
mobile operator in Norway. Mr. Rittes is also a board member and donor to fundação Despertar, an NGO providing professional
education to underprivileged teenagers.



Aron Schwarzkopf, Board Advisor



Aron Schwarzkopf has been an advisor to our board
of directors since January 2022. Mr. Schwarzkopf is the current Co-founder and CEO of Kushki, a digital payment processor, with more
than 20 years of experience in the payments industry. Kushki is one of the fastest-growing Fintech in Latin America. Most recently, Aron
also Co-founded Leaf, the world’s first mobile Point of Sale (POS) payment tablet. He later sold the company to Heartland Payment
Systems (NYSE:GPN). He is also a mentor at Techstars, and a member of the New York Angels, one of the longest-running active angel groups
in New York City. The group is an independent consortium of over 100 individual accredited angel investors, venture capitalists, and executives.
Aron has a Bachelor of Science in Entrepreneurship / Entrepreneurial Studies from Babson College and also attended the Chinese University
of Hong Kong and Singularity University.



Julio Serrano, Board Advisor



Julio Serrano has been an advisor to our board
of directors since January 2022. Mr. Serrano is the founding partner of SMDP, an early-stage investment firm. He is Chairman of ENI Networks,
an internet service provider in Mexico, and PLM, a digital health information company with operations in Latin America. He is also a board
member of Cimbra Capital, a residential apartment building developer in Mexico. His prior board roles include serving as a board member
of Pro Organic Growers, an organic fruit exporter in Mexico, and as Chairman of redIT, a metropolitan fiber optic and data center operator,
and Maxiprenda, a pawnshop chain, which are both based in Mexico. Mr. Serrano holds a BSc degree in Applied Mathematics from ITAM in Mexico
and an MBA from Harvard Business School.





70







Adam Wiaktor, Board Advisor



Adam Wiaktor has been an advisor to our board
of directors since January 2022. From July 1996 until December 2018, Mr. Wiaktor served as the founder and Chief Executive Officer of
Docuformas SAPI de CV, a Mexican equipment leasing company now operating under the name Mexarrend SAPI de CV (“Mexarrend”).
Mr. Wiaktor sold a substantial amount of his shares in Mexarrend to three private equity funds in 2018, but he continues to serve as a
director on Mexarrend’s board of directors. Prior to founding Docuformas SAPI de CV, Mr. Wiaktor worked for the Xerox subsidiary
in Mexico (Xerox Mexicana SA de CV) from 1989 to July 1996. Mr. Wiaktor holds Master’s Degrees from the University of Southern California
Los Angeles and Carleton University as well as Bachelor’s Degrees from the University of Manchester and Escuela Bancaria y Comercial.





Director Independence



Nasdaq listing standards require that a majority
of our board of directors be independent within one year of our IPO. An “independent director” is defined generally as a person
who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or
as a partner, shareholder, shareholder or officer of an organization that has a relationship with the company). We have three “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 compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation
committee are composed solely of independent directors. Subject to phase-in rules, 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, and 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 and has the composition and responsibilities described below. The charter of each
committee is available on our website.



Audit Committee



We have established an audit committee of the board
of directors. Zain A. Manekia, Michael J. McGuinness and Carole Philippe serve as the members and Zain A. Manekia serves as chair of the
audit committee. Michael J. McGuinness, Carole Philippe and Zain A. Manekia are independent of and unaffiliated with our sponsor and our
underwriters. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.



Each of Zain A. Manekia,  Michael J. McGuinness
and Carole Philippe are financially literate and our board of directors has determined that Zain A. Manekia qualifies as an “audit
committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.





71







We have adopted an audit committee charter, which
details the principal functions of the audit committee, including:



| | · | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation Committee



We have established a compensation committee of
the board of directors. Zain A. Manekia, Michael J. McGuinness and Carole Philippe serve as the members and Carole Philippe serves as
chair of the compensation committee. Under Nasdaq listing standards, all the directors on the compensation committee must be 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 making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other 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;
| | - | -----------------------------------------------------------------------------------------------------





72







| | · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our 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.
| | - | --------------------------------------------------------------------------------------------------



Notwithstanding the foregoing, as indicated above,
other than reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to
any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render
in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of
an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation
arrangements to be entered into in connection with such initial business combination.



The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be 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.



Nominating and Corporate Governance Committee



We have established a nominating and corporate
governance committee of the board of directors. The members of our nominating and corporate governance are Zain A. Manekia, Michael J.
McGuinness and Carole Philippe.  Michael J. McGuinness serves as chair of the nominating and corporate governance committee.



We have adopted a nominating and corporate governance
committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:



| | · | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | · | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
| | - | ------------------------------------------------------------------------------------------------------------------



The charter also provides that the nominating and
corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used
to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.



We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.





73







Compensation Committee Interlocks and Insider Participation



None of our officers currently serves, or in the
past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.



Code of Business Conduct and Ethics



We have adopted a Code of Business Conduct and
Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit
to our IPO registration statement. You will be able to review this document by accessing our public filings at the SEC’s web site
at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board
of directors will be provided without charge upon request from us. If we make any amendments to our Code of Business Conduct and Ethics
other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision
of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose
the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into any
report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.



Conflicts of Interest



Under Cayman Islands law, directors and officers owe the following
fiduciary duties:



| | (i) | 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;
| | --- | -------------------------------------------------------------------------------------------------------------------------



| | (ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
| | ---- | ----------------------------------------------------------------------------------------------------------------



| | (iii) | directors should not improperly fetter the exercise of future discretion;
| | ----- | -------------------------------------------------------------------------



| | (iv) | duty to exercise powers fairly as between different sections of shareholders;
| | ---- | -----------------------------------------------------------------------------



| | (v) | 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
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | 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 memorandum
and articles of association or alternatively by shareholder approval at general meetings.





74







Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to another entity 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 will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles
of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer
on the one hand, and us, on the other. 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.



Although we have no formal policy in place for
vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.



Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several
other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any
specific number of hours per week to our affairs.



Our initial shareholders purchased founder shares
prior to our IPO and purchased private placement warrants in a transaction that closed simultaneously with the closing of our IPO. Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally,
our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect
to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete
our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore,
our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares
issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination
or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property. Notwithstanding the foregoing, 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, the founder shares will be released
from the lockup.



The private placement warrants (including the Class
A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion
of our initial business combination. Because certain of our officers and directors own ordinary shares or warrants directly or indirectly,
they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination.



Our officers and directors may have a conflict
of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors
was included by a target business as a condition to any agreement with respect to our initial business combination.



We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business
combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to
complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA
or a valuation or appraisal firm, that such initial business combination 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 the company 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.





75







We cannot assure you that any of the above mentioned
conflicts will be resolved in our favor.



In the event that we submit our initial business
combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they
and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the 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, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association
provide 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 expect to purchase 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. We also
intend to enter into indemnity agreements with them.



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. 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.



|Item 11. | Executive Compensation.
|-------- | -----------------------



None of our officers or directors have received
any cash compensation for services rendered to us. Our sponsor, officers and directors, or any of their respective affiliates will be
reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that
were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination
will be made from 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 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, officers and directors, or any of their respective affiliates, prior to completion of our
initial business combination.





76











After the completion of our initial business combination,
directors or members of our management 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 initial 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 initial business combination because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our 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 management team maintain their positions with us after the consummation of our initial business combination, although it
is possible that some or all of our 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 management’s motivation in identifying or selecting a target business but we do not believe that the ability
of our management 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 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 31, 2022 by:



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



| | · | each of our officers and directors; and
| | - | ---------------------------------------



| | · | all our officers and directors as a group.
| | - | ------------------------------------------



Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable
within 60 days of March 31, 2022.



The percentages in the following table assume
that there are 16,250,000 ordinary shares issued and outstanding, of which 3,250,000 are Class B ordinary shares and 13,000,000 are Class
A ordinary shares. This table also excludes forward purchase shares that will only be issued, if at all, at the time of our initial business
combination.





77







|Name and Address of Beneficial Owner(1)                      |  |  | Number of
Class A Ordinary Shares
Beneficially
Owned |  |  |  | Approximate
Percentage of
Class |   |  |  | Number of
Class B Ordinary Shares
Beneficially
Owned |  |  |  | Approximate
Percentage of
Class |   |  |  | Approximate
Percentage of
Ordinary
Shares |  
|------------------------------------------------------------ |  |  | ---------------------------------------------------- |  |  |  | ------------------------------- | - |  |  | ---------------------------------------------------- |  |  |  | ------------------------------- | - |  |  | ----------------------------------------- | -
|5% or Greater Shareholders:                                  |  |  |                                                      |  |  |  |                                 |   |  |  |                                                      |  |  |  |                                 |   |  |  |                                           |  
|LatAmGrowth Sponsor LLC(2)(3)                                |  |  | 3,250,000                                            |  |  |  | 20.0                            | % |  |  | 3,250,000                                            |  |  |  | 100.0                           | % |  |  | 20.0                                      | %
|Saba Capital Management, L.P.(4)                             |  |  | 800,000                                              |  |  |  | 4.9                             | % |  |  | —                                                    |  |  |  | —                               |   |  |  | 4.9                                       | %
|LMR Master Fund Ltd(5)                                       |  |  | 750,000                                              |  |  |  | 4.6                             | % |  |  | —                                                    |  |  |  | —                               |   |  |  | 4.6                                       | %
|Directors and Officers                                       |  |  |                                                      |  |  |  |                                 |   |  |  |                                                      |  |  |  |                                 |   |  |  |                                           |  
|Gerard Cremoux                                               |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Eduardo Cortina                                              |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Murray Case                                                  |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Michael J. McGuinness                                        |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Zain A. Manekia                                              |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Hector Martinez                                              |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Gerardo Mendoza                                              |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Miguel Olea                                                  |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Juan Manuel Ordoñez                                          |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Carole Philippe                                              |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Roberto Rittes                                               |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Aron Schwarzkopf                                             |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Julio Serrano                                                |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|Adam Wiaktor                                                 |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  
|All directors and officers as a group (fourteen individuals) |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                                    |  |  |  | —                               |   |  |  | —                                         |  








|* | Less than one percent.
|- | ----------------------



|(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o LatAmGrowth SPAC, Pedregal 24, 8th Floor, Molino del Rey, 11000, Mexico City, Mexico.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | LatAmGrowth Sponsor LLC, our sponsor, is the record holder of such shares and is controlled by a board of managers initially consisting of Gerard Cremoux, Eduardo Cortina and Gerardo Mendoza. Each manager of LatAmGrowth Sponsor LLC has one vote, and the approval of two of the three members of the board of managers is required to approve an action of LatAmGrowth Sponsor LLC. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to LatAmGrowth Sponsor LLC. Based upon the foregoing analysis, no individual manager of LatAmGrowth Sponsor LLC exercises voting or dispositive control over any of the securities held by LatAmGrowth Sponsor LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.
|(4) | Based on a Schedule 13G filed on February 4, 2022, the shares are beneficially owned by Saba Capital Management, L.P., Saba Capital Management GP, LLC and Boaz R. Weinstein, whose business address is 405 Lexington Avenue, 58th Floor, New York, New York 10174.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5) | Based on a Schedule 13G filed on February 7, 2022, the shares are beneficially owned by LMR Master Fund Ltd, LMR CCSA Master Fund Ltd, LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, Ben Levine and Stefan Renold, whose business address is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





78







Our initial shareholders beneficially own 20.0%
of the issued and outstanding ordinary shares. Only holders of Class B ordinary shares have the right to appoint directors in any
general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares do
not have the right to appoint any directors to our board of directors prior to our initial business combination. 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 has purchased an aggregate of 7,900,000
private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per
warrant, or $7.9 million in the aggregate, in a private placement that occurred simultaneously with the closing of our IPO. The private
placement warrants are identical to the warrants sold in our IPO except that the private placement warrants, so long as they are held
by our sponsor, or its permitted transferees, (i) will not be redeemable by us, (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 our initial business combination, (iii) may be exercised by the holders on a cashless basis
and (iv) will be entitled to registration rights. If we do not complete our initial business combination within 15 months from the
closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report), the private
placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below.



Transfers of Founder Shares and Private Placement Warrants



The founder shares, private placement warrants
and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to
lock-up provisions in the agreement entered into by our sponsor and the management team. Those lock-up provisions provide that such securities
are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A
ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for
cash, securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable
upon conversion or exercise thereof, until 30 days after the completion of our initial business combination except in each case (a) to
our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our sponsor, to any member
of the sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or
to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices
no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands
or our sponsor’s limited liability company agreement upon dissolution of our sponsor; (g) in the event of our liquidation prior
to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business
combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of
clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer
restrictions and the other restrictions contained in the letter agreements.





79







Registration Rights



The holders of the (i) founder shares, which
were issued in a private placement prior to the closing of our IPO, (ii) private placement warrants, which were issued in a private
placement simultaneously with the closing of our IPO and the Class A ordinary shares underlying such private placement warrants and
(iii) private placement warrants that may be issued upon conversion of working capital loans have registration rights to require
us to register a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to the registration
rights agreement and assuming $1,500,000 of working capital loans are converted into private placement warrants, we will be obligated
to register up to 12,650,000 Class A ordinary shares and 9,400,000 warrants. The number of Class A ordinary shares includes
(i) 3,250,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 7,900,000 Class A ordinary
shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement
warrants issued upon conversion of working capital loans. The number of warrants includes 7,900,000 private placement warrants and up
to 1,500,000 additional private placement warrants issuable upon conversion of working capital loans. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have
certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our
initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.



The forward purchase agreement also provides that
the Sponsor Affiliate is entitled to certain registration rights with respect to its forward purchase units, including the Class A ordinary
shares underlying its forward purchase warrants.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------

In June 2021, our sponsor paid $25,000, or
approximately $0.007 per share, to cover certain of our offering costs, in exchange for an aggregate of 3,737,500 founder shares.



Our sponsor has purchased an aggregate of 7,900,000
private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per
warrant, or $7.9 million in the aggregate, in a private placement that closed simultaneously with the closing of our IPO. The private
placement warrants are identical to the warrants sold in our IPO except that the private placement warrants, so long as they are held
by our sponsor or its permitted transferees, (i) will not be redeemable by us, (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 our initial business combination, (iii) may be exercised by the holders on a cashless basis
and (iv) will be entitled to registration rights.



We entered into a forward purchase agreement with
the Sponsor Affiliate, pursuant to which it committed that it will purchase from us up to 4,000,000 forward purchase units, consisting
of one Class A ordinary share (the “forward purchase shares”) and one-half of one warrant to purchase one Class A ordinary
share (the “forward purchase warrants”), for $10.00 per unit, or an aggregate amount of up to $40.0 million, in a private
placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward
purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares)
and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements
of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the
post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account
and other financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000 forward purchase
units. In addition, the Sponsor Affiliate’s commitment under the forward purchase agreement is subject to SouthLight Capital completing
the raising of a new fund, approval, prior to our entering into a definitive agreement for our initial business combination, of its investment
committee as well as customary closing conditions under the forward purchase agreement.





80







The forward purchase warrants have the same terms
as the private placement warrants and the forward purchase shares are identical to the Class A ordinary shares included in the units sold
in our IPO except that they are subject to transfer restrictions and registration rights, as described herein. Any forward purchase warrant
held by a holder other than the Sponsor Affiliate or its permitted transferees have the same terms as the warrants included in the units
sold in our IPO.



The forward purchase agreement also provides that
the Sponsor Affiliate is entitled to certain registration rights with respect to its forward purchase units, including the Class A ordinary
shares underlying its forward purchase warrants.



We currently utilize office space at Pedregal 24,
8th Floor, Molino del Rey, 11000, Mexico City, Mexico from our sponsor as our executive offices.



No compensation of any kind, including finder’s
and consulting fees, will be paid by the company 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. In addition, these individuals will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were
made to our sponsor, officers, directors or our or their affiliates.



Prior to the closing of our IPO, our sponsor loaned
us funds used for a portion of the expenses of our IPO. These loans were non-interest bearing, unsecured and were repaid at the closing
of our IPO.



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 on a non-interest basis. If we complete an initial business
combination, we would repay such loaned amounts. 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 private placement warrants of the post business combination
entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such
loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor
or an affiliate of our sponsor 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 anticipate that we may not be able to consummate
our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business
combination by an additional three months on two separate occasions (for a total of up to 21 months to complete a business combination).
Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement we have entered into
between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial
business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must
deposit into the trust account for each three month extension (of which there may be no more than two such extensions) $1,300,000 ($0.10
per share in either case), on or prior to the date of the applicable deadline. Any such payments would be funded from the proceeds of
a non-interest bearing loan between our sponsor and us. Such loan may be convertible into warrants, at a price of $1.00 per warrant at
the option of the lender. The warrants would be identical to the private placement warrants. If we complete our initial business combination,
we would repay such loaned amounts out of the proceeds of the trust account released to us. The letter agreement with our initial shareholders
contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do not
complete a business combination. Our public shareholders will not be afforded an opportunity to vote on our extensions of time to consummate
an initial business combination or redeem their shares in connection with such extensions. In the event that we determine to effect an
extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition,
we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.
Our sponsor and their affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund
the trust account to extend the time for us to complete our initial business combination.





81







Any of the foregoing payments to our sponsor, repayments
of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held
outside the trust account.



After our initial business combination, members
of our management 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 proxy solicitation or tender offer 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 have entered into a registration rights agreement
with respect to the founder shares and private placement warrants, which is described under “Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters—Registration Rights.”



Policy for Approval of Related Party Transactions



The audit committee of our board of directors will
adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”
A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the
company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000
or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the
duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will
have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees
for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any
immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe
a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee
will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms
comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related
party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether
the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders
and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or
her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction,
including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if
our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not
permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or
she is the related party.



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------

The following is a summary of fees paid or to be
paid to Marcum LLP (“Marcum”) for services rendered.



Audit Fees. Audit fees consist of fees billed for
professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in
connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual
financial statements and other required filings with the SEC for the year ended December 31, 2021 totaled $94,604. The above amounts
include interim procedures and audit fees, as well as attendance at audit committee meetings.





82







Audit-Related Fees. Audit-related services consist
of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements
and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards. We did not pay Marcum for audit related fees for the year ended
December 31, 2021.



Tax Fees. We did not pay Marcum for tax fees for
the year ended December 31, 2021.



All Other Fees. We did not pay Marcum for other
services for the year ended December 31, 2021.



Pre-Approval Policy



Our audit committee was formed upon the consummation
of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to
the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward
basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our
auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).



PART
IV



|Item 15. | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------

(a)           The
following documents are filed as part of this annual report on Form 10-K:



| | 1. | Financial Statements: See “Index to Financial Statements” at page F-1.
| | -- | ----------------------------------------------------------------------

(b)          Financial
Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes
thereto or that they are not required or are not applicable.



(c)           Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.





83









|Exhibit
    Number |  | Description                                                                                                                                                                                                                                                                                  
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                |  | Amended
    and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s current report
    on Form 8-K filed with the SEC on January 28, 2022).                                                                                           
|4.1                |  | Specimen
    Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-1 filed with the
    SEC on November 24, 2021).                                                                                                                    
|4.2                |  | Specimen
    Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form
    S-1 filed with the SEC on November 24, 2021).                                                                                                  
|4.3                |  | Specimen
    Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-1 filed with
    the SEC on November 24, 2021).                                                                                                                 
|4.4                |  | Warrant
    Agreement, dated January 24, 2022, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated
    by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on January 28, 2022).                       
|4.5*               |  | Description
    of Securities.                                                                                                                                                                                                                                                               
|10.1               |  | Promissory
    Note, dated June 2, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s registration
    statement on Form S-1 filed with the SEC on November 24, 2021).                                                                    
|10.2               |  | Letter
    Agreement, dated January 24, 2022, among the Company, the Sponsor and the Company’s officers and directors (incorporated by
    reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on January 28, 2022).                                
|10.3               |  | Investment
    Management Trust Agreement, dated January 24, 2022, between the Company and Continental Stock Transfer & Trust Company, as trustee
    (incorporated by reference to the Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on January 28,
    2022).
|10.4               |  | Registration
    Rights Agreement, dated January 24, 2022, among the Company, the Sponsor and certain security holders named therein (incorporated
    by reference to the Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on January 28, 2022).                 
|10.5               |  | Sponsor
    Warrants Purchase Agreement, dated January 24, 2022, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4
    to the Company’s current report on Form 8-K filed with the SEC on January 28, 2022).                                                     
|10.6               |  | Forward
    Purchase Agreement, dated January 24, 2022, between the Company and SouthLight Capital LLC (incorporated by reference to Exhibit
    10.5 to the Company’s current report on Form 8-K filed with the SEC on January 28, 2022).                                                   
|10.7               |  | Form
    of Indemnity Agreement, dated January 24, 2022, between the Company and each officer and/or director (incorporated by reference to
    the Exhibit 10.6 to the Company’s current report on Form 8-K filed with the SEC on January 28, 2022).                                        
|10.8               |  | Securities
    Purchase Agreement, dated June 2, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s
    registration statement on Form S-1 filed with the SEC on November 24, 2021).                                                      
|31.1*              |  | Certification
    of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  
|31.2*              |  | Certification
    of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  
|32.1*              |  | Certification
    of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       
|32.2*              |  | Certification
    of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       





* Filed herewith





84









|Item 16. | Form 10–K Summary.
|-------- | ------------------



Not applicable.





85







LATAMGROWTH SPAC



Index
to Financial Statements



|                                                                                                                            | Page
|--------------------------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered
    Public Accounting Firm (PCAOB ID No. 688)                                              | F-2 
|Financial Statements:                                                                                                       |     
|Balance Sheet as
    of December 31, 2021                                                                                   | F-3 
|Statement of Operations for
    the period from May 20, 2021(inception) through December 31, 2021                           | F-4 
|Statement of Changes in Shareholder's
    Deficit for the period from May 20, 2021(inception) through
    December 31, 2021 | F-5 
|Statement of Cash Flows for
    the period from May 20, 2021(inception) through December 31, 2021                           | F-6 
|Notes to Financial Statements                                                                                               | F-7 





F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and Board of Directors of

LatAmGrowth SPAC



Opinion on the Financial Statements



We have audited the accompanying balance sheet
of LatAmGrowth SPAC (the “Company”) as of December 31, 2021, the related statements of operations, shareholder’s equity
and cash flows for the period from May 20, 2021 (inception) through December 31, 2021, 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, 2021, and the results of its operations and its cash flows for the period from May 20, 2021
(inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.



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/ Marcum llp

Marcum llp



We have served as the Company’s auditor since 2021.

Houston, TX

April 12, 2022





F-2







LATAMGROWTH SPAC

BALANCE SHEET

DECEMBER 31, 2021



|Assets                                                                                                                |  |   |        
|--------------------------------------------------------------------------------------------------------------------- |  | - | -------
|Deferred offering costs                                                                                               |  | $ | 438,499
|Total Assets                                                                                                          |  |   | 438,499
|Liabilities and Shareholder’s (Deficit)                                                                               |  |   |        
|Current liabilities:                                                                                                  |  |   |        
|Accounts payable                                                                                                      |  | $ | 65,790 
|Accrued offering costs and expenses                                                                                   |  |   | 336,714
|Promissory Note - Related Party                                                                                       |  |   | 101,530
|Total current liabilities                                                                                             |  |   | 504,034
|                                                                                                                      |  |   |        
|Commitments and Contingencies (Note 6)                                                                                |  |   |        
|                                                                                                                      |  |   |        
|Shareholder’s (Deficit):                                                                                              |  |   |        
|Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                        |  |   | —      
|Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding                |  |   | —      
|Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,737,500 shares issued and outstanding (1) |  |   | 374    
|Additional paid-in capital                                                                                            |  |   | 24,626 
|Accumulated deficit                                                                                                   |  |   | (90,535
|Total shareholder’s (deficit)                                                                                         |  |   | (65,535
|Total Liabilities and Shareholder’s (Deficit)                                                                         |  | $ | 438,499



|(1) | This number includes up to 487,500 Class B ordinary shares subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). In March 2022, the sponsor
effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes are an integral part of
these financial statements.





F-3







LATAMGROWTH SPAC

STATEMENT OF OPERATION

FOR THE PERIOD FROM MAY
20, 2021 (INCEPTION) through DECEMBER 31, 2021



|Formation and operating costs                                              |  | $ | 90,535    |  
|-------------------------------------------------------------------------- |  | - | --------- | -
|Net loss                                                                   |  | $ | (90,535   | )
|Basic and diluted weighted average Class B ordinary shares outstanding (1) |  |   | 3,250,000 |  
|Basic and diluted net loss per share                                       |  | $ | (0.03     | )



|(1) | This number excludes an
    aggregate of up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full
    or in part by the underwriters (see Note 5). In March 2022, the sponsor effected a surrender of the 487,500 founder shares to the
    Company for no consideration upon expiration of the over-allotment option.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes are an integral part of
these financial statements.





F-4







LATAMGROWTH SPAC

STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT

FOR THE PERIOD FROM MAY
20, 2021 (INCEPTION) through DECEMBER 31, 2021



|                                                                        |  | Class B    |           |  | Additional  Paid-in |   |     | Accumulated |  |   | Total Shareholder’s | 
|----------------------------------------------------------------------- |  | ---------- | --------- |  | ------------------- | - | --- | ----------- |  | - | ------------------- | 
|                                                                        |  | Shares (1) |           |  | Amount              |   |     | Capital     |  |   | Deficit             | 
|Balance as of May 20, 2021 (inception)                                  |  |            | —         |  |                     | $ | —   |             |  | $ | —                   | 
|Class B ordinary shares issued to Sponsor for payment of offering costs |  |            | 3,737,500 |  |                     |   | 374 |             |  |   | 24,626              | 
|Net loss                                                                |  |            | —         |  |                     |   | —   |             |  |   | —                   | 
|Balance as of December 31, 2021                                         |  |            | 3,737,500 |  |                     | $ | 374 |             |  | $ | 24,626              | 



|(1) | This number includes up to
    487,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the
    underwriters (see Note 5). In March 2022, the sponsor effected a surrender of the 487,500 founder shares to the Company for no
    consideration upon expiration of the over-allotment option.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accompanying notes are an integral part of
these financial statements.





F-5







LATAMGROWTH SPAC

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY
20, 2021 (INCEPTION) through DECEMBER 31, 2021



|Cash Flows from Operating Activities:                                                        |  |   |         |  
|-------------------------------------------------------------------------------------------- |  | - | ------- | -
|Net loss                                                                                     |  | $ | (90,535 | )
|Changes in operating assets and liabilities:                                                 |  |   |         |  
|Accrued expenses                                                                             |  |   | 90,535  |  
|Net cash used in operating activities                                                        |  |   | —       |  
|Net change in cash                                                                           |  |   | —       |  
|Cash, beginning of the period                                                                |  |   | —       |  
|Cash, end of the period                                                                      |  | $ | —       |  
|Supplemental disclosure of cash flow information:                                            |  |   |         |  
|Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares  |  | $ | 25,000  |  
|Deferred offering costs included in accounts payable and accrued offering costs and expenses |  | $ | 402,504 |  
|Deferred offering costs paid by Sponsor under the promissory note                            |  | $ | 101,530 |  



The accompanying notes are an integral part of
these financial statements.





F-6







LATAMGROWTH SPAC

NOTES TO FINANCIAL STATEMENTS



Note 1—Organization and Business Operation



LatAmGrowth SPAC (the “Company”) was
incorporated as a Cayman Islands exempted company on May 20, 2021. The Company was incorporated 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 has not selected any Business Combination target. The Company will not be limited
to a particular industry or geographic region in its identification and acquisition of a target company, but the Company intends to focus
its search on high growth companies in Latin America, including Brazil, as well as businesses located in the United States that cater
to the Hispanic community: (1) with significant technological advantages, and/or (2) that are well positioned to benefit from
the favorable structural and secular trends of the emerging middle class.



As
of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through
December 31, 2021 relates to the Company’s formation andIPO described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income
in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has
selected December 31 as its fiscal year end.



The Company’s Sponsor is LatAmGrowth Sponsor
LLC, a Delaware limited liability company (the “Sponsor”).



The registration statement for the Company’s
initial public offering was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company
consummated its initial public offering (the “IPO”). Transaction costs amounted to $7,647,620 consisting of $2,600,000 of
underwriting discount, $4,550,000 of deferred underwriting discount, and $497,620 of other offering costs. The net proceeds of $132,600,000
($10.20 per Unit) from the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a trust account
("Trust Account") and 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 that invest only in direct U.S. government
treasury obligations. In addition, $2,494,203 of cash was held outside of the Trust Account and is available for working capital purposes.



Liquidity and Going Concern Considerations



Prior to the completion of the IPO, the Company
lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance
date of the financial statement. The Company has since completed its IPO on January 27, 2022 at which time cash of $2,494,203 in excess
of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital
purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient
capital exists to sustain operations one year from the date these financial statements were issued and therefore substantial doubt about
the Company’s ability to continue as a going concern has been alleviated.





F-7







Risks and Uncertainties



Management is currently evaluating the impact
of the COVID-19 pandemic 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 target company, the specific impact is not readily determinable as of
the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.



Note 2—Significant Accounting Policies
and Basis of Presentation



The accompanying financial statements are presented
in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the
rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).



Emerging Growth Company Status



The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS
Act”), and it 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 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 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 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 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.



Use of Estimates



The preparation of financial statements in conformity
with US 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 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. Accordingly, the actual results could differ significantly from those estimates.





F-8







Concentration of Credit Risk



Financial instruments that potentially subject
the Company to concentrations 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. The Company has not experienced losses on this account.



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. The Company did not have any cash equivalents
as of December 31, 2021. The Company held no cash as of December 31, 2021.



Deferred Offering Costs



Deferred offering costs consist of legal and accounting expenses incurred
through the balance sheet date that are directly related to the IPO. Deferred offering costs, other than the underwriting discount, were
allocated to the Units issued in the IPO and the Private Placement Warrants based on a relative fair value basis, compared to total proceeds
received. The underwriting discount will be allocated to the Units based on a relative fair value basis, compared to total proceeds received.
Upon completion of the IPO, offering costs associated with warrant liabilities are expensed, and will be presented as non-operating expenses
in the statement of operations and offering costs associated with the Class A ordinary shares were applied against Class A ordinary
shares classified as temporary equity.



Net Loss Per Share



The Company complies with accounting and disclosure requirements of
FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number
of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares
were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that are subject to forfeiture if the over-allotment
option is not exercised by the underwriters (see Note 5). At December 31, 2021, the Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a
result, diluted loss per share is the same as basic loss per share for the period presented.



Fair Value of Financial Instruments



The fair value of the Company's assets and liabilities, which qualify
as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented
in the balance sheet, primarily due to its short-term nature.



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). The Company’s financial instruments are classified as either Level
1, Level 2 or Level 3. 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.





F-9







Warrant Liability



The Company accounts for warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480")
and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary shares, among other conditions
for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end
date while the warrants are outstanding.



For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their
initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants
are recognized as a non-cash gain or loss on the statements of operations. There were no warrants that required liability treatment.



Redeemable Share Classification



The
Company's ordinary shares that were sold as part of the Units in theIPO ("public ordinary shares") contain a redemption
feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with
the Company's initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to
redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary
shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial
carrying value of public ordinary shares classified as temporary equity, and the Public Warrants are considered a derivative liability
and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject
to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above.



Income Taxes



The Company accounts for income taxes under FASB
ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.



FASB ASC 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. There were no unrecognized tax benefits as of December 31, 2021. 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. As of December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the
payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.



There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company’s financial statements.



Recent Accounting Pronouncements



In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts
in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and
it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on May 20, 2021 (inception).
Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.



The Company's management does not believe that
any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.



Note 3—Initial Public Offering



On
January 27, 2022, the Company consummated its IPO of 13,000,000 units at $10.00 per Unit, generating gross proceeds of $130,000,000.Each
Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the "Public Warrants"). Each whole
Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share. The Public Warrants
will become exercisable 30 days after the completion of the initial business combination and expire five years after the completion of
the initial business combination or earlier upon redemption or liquidation.





F-10







Note 4—Private Placement



Simultaneously
with the closing of theIPO the Company’s Sponsor purchased an aggregate of 7,900,000 Private Placement Warrants at a price
of $1.00 per Private Placement Warrants, for an aggregate purchase price of $7,900,000.



The Private Placement Warrants be identical to
the warrants sold in the IPO except that 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 Private
Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion
of the Company’s 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 in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO.



Note 5—Related Party Transactions



Founder Shares



On
June 2, 2021, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,737,500
Class B ordinary shares, par value $0.0001. Up to 487,500 Founder Shares were subject to forfeiture by the Sponsor depending on the
extent to which the underwriters’ over-allotment option is exercised.In March 2022, the sponsor effected a surrender of
the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option.



The holders of the Company’s founder shares
prior to the IPO (the “initial shareholders”) have agreed not to transfer, assign or sell any of their founder shares and
any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion
of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other
similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions
and other agreements of the initial shareholders with respect to any founder shares (Lock-up). Notwithstanding the foregoing, if (1) the
closing price of the 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 (2) the Company consummates a transaction after the initial Business Combination which
results in the shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will
be released from the lock-up.



Promissory Note—Related Party



On June 2, 2021, the Sponsor agreed to loan the
Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due
at the earlier of June 15, 2022 or the closing of the IPO. As of December 31, 2021, the Company had borrowed $101,530 under the Promissory
Note.



As of January 27, 2022, the promissory note was
paid in full but $25,000 was recorded as due from Sponsor, as the Company repayment exceeded the payoff amount of the note. The amount
was repaid on February 9, 2022.





F-11







Working Capital Loans



In order to finance transaction costs in connection with an
intended initial 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 its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial
Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay
the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000
of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price
of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December
31, 2021, the Company had no borrowings under the Working Capital Loans.



Note 6—Commitments & Contingencies



Registration and Shareholder Rights



The holders of the (i) founder shares, which
were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private
placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and
(iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration rights to require
the Company to use its best efforts to register a sale of any of its securities held by them pursuant to a registration rights agreement.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such
securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in
connection with the filing of any such registration statements.



Underwriters Agreement



The Company
granted the underwriters a 45-day option from the date of theIPO to purchase up to an additional 1,950,000 units to cover over-allotments,
which expired unexercised on March 10, 2022.



The underwriters
received a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,600,000. Additionally, the underwriters
will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $4,550,000, upon the completion of the
Company's initial Business Combination.



Forward Purchase Agreement



An affiliate
of the Sponsor (the "Sponsor Affiliate") entered into a forward purchase agreement with the Company in connection with theIPO
that provides for the purchase by the Sponsor Affiliate of an aggregate of up to 4,000,000 units, each consisting of one Class A ordinary
share and one-half of a warrant, for an aggregate purchase price of up to $40,000,000, in a private placement that will close simultaneously
with the closing of the Company's initial business combination. The proceeds from the sale of these forward purchase units, together with
the amounts available to the Company from the trust account (after giving effect to any redemptions of public shares) and any other equity
or debt financing obtained by the Company in connection with the business combination, will be used to satisfy the cash requirements of
the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business
combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing
are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000 forward purchase units. In addition,
the Sponsor Affiliate's commitment under the forward purchase agreement will be subject to the Sponsor Affiliates completing the raising
of a new fund, approval of its investment committee as well as customary closing conditions under the forward purchase agreement.



The forward
purchase shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that pursuant to the
forward purchase agreement, they are transferable, assignable or salable until 30 days after the completion of our initial business combination,
subject to limited exceptions. The forward purchase warrants have the same terms as the private placement warrants.





F-12







Note 7—Shareholder’s Deficit



Preference
shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December
31, 2021, there were no shares of preferred shares issued or outstanding.



Class A
ordinary shares—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001
per share. At December 31, 2021, there were no shares of Class A common shares issued or outstanding.



Class B
ordinary shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001
per share. Holders are entitled to one vote for each share of Class B ordinary shares. At December 31, 2021, there were 3,737,500
Class B ordinary shares issued and outstanding. Of the 3,737,500 Class B ordinary shares, an aggregate of up to 487,500 shares
were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not
exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding
ordinary shares after the IPO. In March 2022, the sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration
upon expiration of the over-allotment option.



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. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by
applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s
ordinary shares that are voted is required to approve any such matter voted on by its shareholders.



The Class B ordinary shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding
after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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 securities exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers
or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than
one-for-one basis.



Note 8—Subsequent Events



The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the IPO
consummated on January 27, 2022 and related transactions described above.





F-13







SIGNATURES



Pursuant to the requirements
of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 12th day of April,
2022.



| | LATAMGROWTH SPAC
| | ----------------
| |                 
| | By:             
| |                 
| |                 



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report 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/ Gerard Cremoux        |  | Chief Executive Officer, Chief Financial Officer and                                   |  | April 12, 2022
|Gerard Cremoux            |  | Director (Principal Executive Officer and Principal 
Financial and Accounting Officer) |  |               
|                          |  |                                                                                        |  |               
|/s/ Eduardo Cortina       |  | Chairman of the Board                                                                  |  | April 12, 2022
|Eduardo Cortina           |  |                                                                                        |  |               
|                          |  |                                                                                        |  |               
|/s/ Zain A. Manekia       |  | Director                                                                               |  | April 12, 2022
|Zain A. Manekia           |  |                                                                                        |  |               
|                          |  |                                                                                        |  |               
|/s/ Michael J. McGuinness |  | Director                                                                               |  | April 12, 2022
|Michael J. McGuinness     |  |                                                                                        |  |               
|                          |  |                                                                                        |  |               
|/s/ Carole Philippe       |  | Director                                                                               |  | April 12, 2022
|Carole Philippe           |  |                                                                                        |  |