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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K   (Mark One) ☒
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 No. 001-41219   CONSILIUM ACQUISITION CORP I, LTD. (Exact name of registrant as specified in its charter)    Cayman Islands

98-1602789(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)2400 E. Commercial Boulevard,Suite 900Ft. Lauderdale, Florida

33308(Zip Code)(Address of Principal Executive Offices) (954) 315-9381 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:  Title of each class

Trading
Symbol(s)

Name of each exchange
on which registeredUnits, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant

CSLMU

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

CSLM

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

CSLMW

The Nasdaq Stock Market LLCRights to acquire one-tenth of one Class A ordinary share

CSLMR

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

☐

Accelerated filer

☐Non-accelerated filer

☒

Smaller reporting company

☒Emerging growth company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act):    Yes  ☒    No  ☐ As of June 30, 2021 (the last business day of the
Registrants most recently completed second fiscal quarter), the Registrants securities were not publicly traded. The Registrants Class A ordinary shares, par value $0.0001 per share, began trading on Nasdaq Global Market
separately from its Units on March 7, 2022. The aggregate market value of the Registrants Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at March 8, 2022
was approximately $184,816,500. As of March 31, 2022, there were 18,975,000 units of the Registrants Class A ordinary shares and
4,743,750 of the Registrants Class B ordinary shares, par value $0.0001 per share, issued and outstanding.




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CONSILIUM ACQUISITION CORP I, LTD. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021 TABLE OF CONTENTS  PagePART I


3Item 1. Business


3Item 1.A.Risk Factors


21Item 1.B.Unresolved Staff Comments


61Item 2. Properties


61Item 3. Legal Proceedings


61Item 4. Mine Safety Disclosures


61PART II


62Item 5. Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities


62Item 6. [Reserved]


63Item 7. Managements Discussion and Analysis of Financial Condition and Results
 of Operations


64Item 7.A.Quantitative and Qualitative Disclosure About Market
Risk


67Item 8. Financial Statements and Supplementary Data


67Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
 Disclosure


67Item 9.A.Controls and Procedures


67Item 9.B.Other Information


67Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent
Inspection


67PART III


68Item 10. Directors, Executive Officers and Corporate
Governance


68Item 11. Executive Compensation


76Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters


77Item 13. Certain Relationships and Related Transactions, and Director Independence


78Item 14. Principal Accounting Fees and Services


79PART IV


80Item 15. Exhibits, Financial Statement Schedules


80Item 16. Form 10-K
Summary


80  i




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts.
This includes, without limitation, statements under Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, business strategy and the plans and objectives of
management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words anticipate, believe,
continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project,
should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Annual Report on Form 10-K 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, the following risks, uncertainties and other factors:  

our being a company with no operating history and no operating revenues;  

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

our ability to complete our initial business combination;  

our expectations around the performance of a 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 directors and officers allocating their time to other businesses and potentially having conflicts of interest
with or otherwise conflicting contractual obligations in connection with our business or in approving or consummating 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 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);  

the ability of our directors and officers 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 (as defined below) or available to us from interest income on
the trust account balance;  

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

our financial performance; and  1




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

the other risk and uncertainties discussed in Item 1A. Risk Factors, elsewhere in this Annual Report
on Form 10-K and in our other filings with the Securities and Exchange Commission (the SEC). 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.  2




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PART I. References in this Annual Report on Form 10-K (this Annual Report) to we, us,
our or the Company are to Consilium Acquisition Corp I, Ltd., a blank check company incorporated as a Cayman Islands exempted company. References to our management or our management team refer to our
officers and directors, and references to the sponsor refer to Consilium Acquisition Sponsor I LLC, a Cayman Islands limited liability company. References to our initial shareholders refer to our sponsor and each of our
independent directors.  Item 1.
Business. Overview We are a blank check company, incorporated as a
Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial
business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. Our efforts to
identify a potential initial business combination target will focus on companies operating in the new economy sectors, which we broadly define as those in technology, financial services, or media and that are located in Frontier Growth
Markets. While we may pursue an acquisition or a business combination target in any business, industry or geography, we intend to focus our search on a target with business operations or prospective operations in the technology, digital media, e-commerce, financial technology, or digital services sectors, which we refer to as the new economy sectors, across Frontier Growth Markets, located in the following regions: the Middle East North Africa
(MENA), Sub-Saharan Africa (SSA), South Asia (SA) and Southeast Asia (SEA). Although we may pursue an initial business combination opportunity in any country or sector, we intend to capitalize on our management teams and
boards decades of experience to identify, acquire and manage a business or businesses that we believe can benefit from their long-established relationships and expertise of having operated a successful investment management business in
these regions. Our management team and board have extensive experience in identifying and executing investments at the global scale successfully across a number of sectors, and countries less followed by traditional investment managers. We believe
our management team and directors experience and local contacts are differentiated and will enable us to successfully identify and execute an initial business combination. Our management team has more than 85 years of combined experience investing in Frontier Growth Markets. At various times some members of our management team
have lived and worked in certain markets we are targeting, which has enabled them to create professional and social networks. These relationships span the financial, corporate, legal, and political sectors. We believe their relationships and local
knowledge will give our company credibility with businesses within Frontier Growth Markets and help aid in thorough company vetting and due diligence processes. Our sponsor is an affiliate of Consilium Investment Management LLC (CIM), an
SEC-registered investment management firm headquartered in Fort Lauderdale, Florida. Given our affiliation with CIM, we intend to capitalize on its global platform and investment expertise which we
believe, together with the extensive experience of our management team, well positions our company to be the partner of choice for quality Frontier Growth companies seeking public sponsorship. The registration statement for our initial public offering was declared effective on January 12, 2022. On January 18, 2022 we consummated our
initial public offering of 18,975,000 units, (the units and, with respect to the Class A ordinary shares included in the units sold, the ordinary shares), including 2,475,000 units issued pursuant to the exercise of the
underwriters over-allotment option in full, generating gross proceeds of $189,750,000. Substantially concurrently with the closing of our initial public offering, we consummated a private placement of 7,942,500 warrants (each, a private
placement warrant and collectively, the private placement warrants), at a price of $1.00 per private placement warrant to our sponsor, generating gross proceeds of $7,942,500. Upon the closing of our initial public offering and the sale of the private placement warrants, $191,647,500 ($10.10 per unit) of the net proceeds of our
initial public offering and certain of the proceeds of the sale of private placement warrants were placed in a trust account (trust account) with Continental Stock Transfer & Trust Company acting as trustee and invested only in
U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a business
combination and (ii) the distribution of the funds held in the trust account, as described below.  3




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Our management team has broad discretion with respect to the specific application of the net proceeds of our
initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the we will be able to
complete a business combination successfully. We must complete a business combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the trust account
(excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into a business combination. We will only complete a business combination if the
post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment
company under the Investment Company Act. We intend to effectuate our initial business combination using cash from the proceeds of our initial public
offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt. We have not engaged in, and we will not engage in, any operations until we complete a business combination, and we have not
generated any operating revenues to date. Our only activities since inception through December 31, 2021 have been organizational activities and those necessary to prepare for our initial offering. We will not generate any operating revenues
until after completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from our initial public
offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We will provide our holders of the
outstanding public shares (the public shareholders) with the opportunity to redeem all or a portion of their ordinary shares upon the completion of a business combination for a pro rata portion of the amount then in the trust account,
plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our tax obligations (which interest shall be net of taxes payable), calculated as of two business days prior to the completion of the
business combination. If we have not completed our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of our initial public offering (the combination
period), .we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ordinary shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to
pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then outstanding ordinary shares, which redemption will completely extinguish public
shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire worthless if we fail to complete a business combination within the combination period. Effecting a Business Combination Our Business
Strategy Our business strategy consists of identifying and completing a business combination with one or more businesses or entities within Frontier
Growth Markets, underpinned by an ESG mandate to create long-term value for our shareholders. We believe our management team and directors experience and local contacts are differentiated and will enable us to successfully identify and execute
an initial business combination. We plan to leverage CIM and our management team and directors extensive network of relationships, ranging from senior management teams at public and private companies and advisors with connections to Frontier
Growth Markets, to assist in the sourcing of potential targets for our initial business combination. We believe our teams strong network and differentiated expertise will help us execute on our business strategy:  4




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Local knowledge and connections: Our management team has more than 85 years of combined experience investing in Frontier Growth Markets. At various times some members of our management team
have lived and worked in certain markets we are targeting, which has enabled them to create professional and social networks. These relationships span the financial, corporate, legal and political sectors. We believe their relationships and local
knowledge will give our company credibility with businesses within Frontier Growth Markets and help aid in thorough company vetting and due diligence processes. Global platform and resources: Our management team will
leverage CIMs international investment platform to help identify, evaluate and perform comprehensive due diligence on companies in connection with the business combination. In addition, Consiliums network of portfolio companies and
advisors may be able to help a potential target expand and grow within Frontier Growth Markets. Experience with complex and unique situations: Our team has experience executing complex transactions and navigating complicated regulatory environments. We believe this expertise will enable our
management team to structure and execute an attractive cross-border transaction. We expect to be a long-term partner to the post-merger entity and to work together with the management team to assist in the transition to a U.S.-listed company and
drive long-term growth. We believe our global investment platform, deep local relationships within Frontier Growth Markets and commitment to ESG initiatives differentiate us as a value-add partner for a
leading Frontier Growth Markets company. Focus on ESG investing: CIM is a signatory to the UN Principles of Responsible Investing, the Intentional Endowments Network, and a member of the Emerging Market Investors Alliance,
an industry group for responsible investing in Emerging Markets. Our management will be guided by ESG principles when evaluating potential targets and will seek to enhance them in the chosen company. Business Combination Criteria Consistent with our
strategy, we have identified the following characteristics and guidelines that we believe are important in evaluating potential target businesses or entities. We intend to use these criteria and guidelines in assessing acquisition opportunities, but
we may decide to enter into our initial business combination with one or more businesses or entities that does not meet these criteria and guidelines. We intend to pursue an initial business combination with companies that have the following
attributes:  

Operations in the new economy sectors across our target markets. We believe that disruptive new economy
companies benefit from highly favorable macroeconomic trends in our target markets. These trends are in their infancy, and we believe they have headroom for expansion and growth which makes investing in these sectors attractive.  

Established business models. Most of our target businesses will have models that we believe are well
established in their home and core markets with relevant localization by market and established paths to profitable growth. In addition, we will seek a business that we believe has a sustainable competitive advantage as a result of differentiated de-risked business model, strong technology component, brand recognition and marketing capabilities or any other characteristics that are difficult to replicate.  

Sector leading KPIs and unit economics. We will seek to merge with a company with critical mass that
enjoys sustainable unit economics in its sector. We believe that healthy growth must be supported by strong sector KPIs steering the company in the right direction to drive profitability and free cash flow generation.  

Scalability. We seek to invest in a business with a scalable platform and operations to take advantage of
growth opportunities, including through geographical expansion and synergistic acquisitions. We intend to leverage our experience in scaling businesses in order to help accelerate growth.  5




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

Underpenetrated and growing total addressable market. Based on our prior research and personal experience,
we believe Frontier Growth Markets present a significant opportunity to invest in companies which serve an underpenetrated total addressable market. These countries hold significant potential due to their geographical size, favorable population
trends and the emergence of a middle-class in certain countries.  

Strong management team and culture. We will look to partner with a passionate, experienced management team
that is capable of scaling a business. We will also evaluate ways to support the team in its transition to becoming a U.S.-listed company and beyond.  

Market leadership. We will seek to combine with a company with a leading position in its geography, market
share, volume, technology, product capabilities, or other attributes across an industry or segment, significant barriers to entry and a sustainable competitive advantage.  

Attractive valuation. We believe that valuations of some companies in Frontier Growth Markets are
discounted relative to U.S. peers. We look to seek an acquisition of a company that has potential to grow valuation levels in line with its global peers.  

Focus on ESG and social empowerment. We will look for companies focused on making a positive impact across
a variety of ESG themes within Frontier Growth Markets, as well as on a larger scale. Additional Disclosures Our Acquisition Process We have not selected any business
combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a business similar to ours. These
entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the
members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our management team, in their capacities as directors, officers or employees of our sponsor or its
affiliates or in their other endeavors (including other special purpose acquisition companies), may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by
our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our directors and officers presently have, 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, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under Cayman Islands law. Our directors and officers are also not required to commit any specified
amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. For example, Mr. Binder is the co-Founder of CIM and Chief Investment Officer and Portfolio Manager for CIM,
Mr. Cassel is the is the co-Founder and Chief Executive Officer of CIM, Mr. Ghori is a Managing Director and Director of Research of CIM. CIM is an
SEC-registered investment management firm, and each of Mr. Binder, Mr. Cassel and Mr. Ghori owes fiduciary duties to CIM. Our sponsor and directors and officers are also not prohibited from
sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Any other special purpose
acquisition company may also have terms that are the same or different than our terms, including terms that are more favorable to its investors and/or potential target businesses. Moreover, entities in which our directors and officers are affiliated
with may enter into agreements or other arrangements with businesses, which agreements or arrangements may limit or restrict our ability to enter into a business combination with such business.  6




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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. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability,
obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. We do not believe, however, that the fiduciary duties or contractual
obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our sponsor is managed by CIC, which is owned by Mr. Cassel and Mr. Binder. In addition, our sponsor is owned by Consilium affiliates. As a result,
Mr. Cassel and Mr. Binder and the Consilium affiliates may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including appointment of our directors, amendments to
our amended and restated memorandum and articles of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares, this would increase their influence over such actions. We do not believe,
however, that the duties and obligations of the Consilium affiliates will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Consilium may become aware of a potential business combination opportunity that may be an attractive opportunity for our company. Consilium and our company
may each assess opportunities within Frontier Growth Markets. In particular, CIM manages two products targeted at Frontier Growth Markets. The Fund focuses on listed equities opportunities within Frontier Growth Markets. EOF focuses on less liquid
opportunities within Frontier Growth Markets, and targets a three-year time horizon to extract value from companies that are relatively unknown. Consilium is not under any obligation to source any potential opportunities for our initial business
combination or refer any such opportunities to our company or provide any other services to our company. Consiliums role with respect to our company is expected to be primarily passive and advisory in nature. Consilium may have fiduciary
and/or contractual duties to its investment vehicles and to companies in which Consilium has invested. As a result, Consilium may have a duty to offer business combination opportunities to certain Consilium funds, other investment vehicles or other
entities before other parties, including our company. Additionally, certain companies in which Consilium has invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to
complete our initial business combination. Transactions of these types may present a conflict of interest because Consilium may directly or indirectly receive a financial benefit as a result of such transaction. We believe that any such potential conflicts of interest of Consilium will be naturally mitigated by the differing nature of targets that Consilium typically
considers most attractive for its activities and the types of initial business combination opportunities that we expect to be most attractive for our company. Past experience or performance of our team and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and
execute a transaction or (2) success with respect to any business combination that we may consummate. You should not rely on the historical record of our team or their respective affiliates as indicative of future performance. See Risk
Factor  Past performance of Consilium, our team and their respective affiliates may not be indicative of future performance of an investment in the company. No member of our management team has any experience operating a special purpose
acquisition company. Initial Business Combination The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal
to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into our initial business combination. We
refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will  7




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obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Unless we
complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. We do not currently intend to purchase multiple
businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding 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 issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under 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 our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business
combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue
a substantial number of new shares to third parties in connection with financing our initial business combination. 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 valued for purposes of the 80% of fair market value test. If
our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for
whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration
statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange
Act of 1934, as amended (the Exchange Act). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. 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. Sourcing of Potential Business
Combination Targets We believe our teams significant operating and transaction experience and relationships with companies will provide us with
a substantial number of potential business combination targets. Over the course of their careers, the members of our team have developed a broad network of contacts and corporate relationships around the world. We believe this network provides our team with a robust and consistent flow of acquisition opportunities which were proprietary or where a limited group of
investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our team will provide us with important sources of acquisition opportunities. In addition, we anticipate that target business
candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or
divisions. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers,
or making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor,
directors or officers, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.  8




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If any of our directors or officers becomes aware of a business combination opportunity that falls within
the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to
presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us. Status as a Public Company We believe our structure will
make us an attractive business combination partner to target businesses. As an existing public company, we offer target businesses an alternative to the traditional initial public offering through a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination. In this situation, the owners of the target business would exchange their capital stock, shares or other equity securities in the target business for our shares or for a combination of our
shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain
and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be
present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target
business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from
occurring. 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. It can offer further benefits by augmenting a
companys profile among potential new customers and vendors and aid in attracting talented employees. We are an emerging growth company,
as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have
total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates
equals or exceeds $700 million as of the end of that years second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during
the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller
reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal
year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that years second fiscal quarter, or (2) our annual
revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that
years second fiscal quarter. Financial Position With funds available for a business combination initially in the amount of $184,206,250 assuming no redemptions and after payment of $6,641,250 of deferred
underwriting fees and the estimated offering expenses of $800,000, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or
strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most
efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be
available to us.  9




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Effecting Our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to
effectuate our initial business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our shares, debt or a combination of these as the consideration to be paid in our initial
business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such
companies and businesses. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or the redemptions of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes,
including for maintenance or expansion of operations of the post-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 and we have not, nor has anyone on our behalf, engaged in any substantive
discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. 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 the case of an initial business combination funded with assets other than the trust account assets, our
tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek shareholder approval of such
financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not 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. Selection of a target business and structuring of our initial business
combination Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair
market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into our initial business
combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as
discounted cash flow valuation or value of comparable businesses. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an
opinion that the price we are paying is fair to our company from a financial point of view. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no
assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our
initial business combination solely with another blank check company or a similar company with nominal operations. In any case, we will only complete an
initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be
required to register as an investment company under the Investment Company Act. 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 valued for purposes of the 80% of fair market value test. There is no basis for investors in our initial public offering to evaluate the possible merits or risks of any target business
with which we may ultimately complete our initial business combination.  10




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To the extent we effect our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a
thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which
will be made available to us. 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 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. 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 team, if any, in the target business cannot presently be stated with any certainty. 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 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 our initial 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 applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.  11




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Under Nasdaq 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 Class A
ordinary shares then outstanding;  

any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater
interest (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 ordinary shares could result in an increase in
issued and outstanding ordinary shares or voting power of 5% or more; or  

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. Permitted purchases and other transactions with respect to our securities In the event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the
completion of our initial business combination. There is no limit on the number of securities such persons may purchase. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with
respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public
shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such
transactions. In the event our initial shareholders, directors, officers, advisors or any of their affiliates determine to undertake any such transactions, such transactions could have the effect of influencing the vote necessary to approve such
transaction. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. They will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement 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. We will adopt an insider trading policy which will require insiders to (1) refrain from
purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear certain trades prior to execution. We cannot currently determine
whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on
such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. In the event that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and
any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. The purpose of such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder
approval of our initial business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or
(3) satisfy a closing condition in an agreement with a 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. This may result in the completion of our initial business combination that may not otherwise have been possible.  12




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In addition, if such purchases are made, the public float of our securities and the number of
beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsor, directors, officers, advisors and/or any of their affiliates anticipate that they may identify the shareholders with whom our sponsor, directors,
officers, advisors or any of their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of public shares) following
our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, directors, officers, advisors or any of their affiliates enter into a private transaction, they would identify and
contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination. Such persons would select the shareholders
from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be
different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, directors, officers, advisors or any of their affiliates will be restricted
from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. Any purchases by
our sponsor, directors, officers and/or any of their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule
10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, directors, officers and/or any of their affiliates will be
restricted from making purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 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 public 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination,
we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.10 per public share. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must
identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into a
letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Manner of Conducting Redemptions We will provide our
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or
(2) 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. Asset acquisitions and share purchases would not typically
require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and
articles of association would typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock
exchange listing requirement or we choose to seek shareholder approval for business or other reasons.  13




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If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other
reasons, we will, pursuant to our amended and restated memorandum and articles of association:  

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

file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor
will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the
Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer
will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be
less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have
offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, shareholder approval of the
transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, 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. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we
currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. 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 the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general
meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them
in favor of our initial business combination. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We expect that at the time of any shareholder vote
relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their
public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to
which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of a business combination.  14




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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 following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an
agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital
or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all
public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Limitation on redemption upon completion of our initial business combination if we seek shareholder approval Notwithstanding the foregoing redemption rights, 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 redeeming its shares 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 sponsor or its affiliates 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 the initial public offering could threaten to exercise its redemption rights if such holders shares are not purchased by us or our sponsor or its affiliates 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 the initial public offering, 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. Tendering share
certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption
rights, whether they are record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders,
or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository
Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, 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, which will include the requirement that a beneficial holder must identify itself in order to validly
redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the business
combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the
case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance
of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public
shares.  15




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There is a nominal cost associated with the above-referenced tendering process and the act of certificating
the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However,
this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when
such delivery must be effectuated. The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption
rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders vote on an initial business combination, and a holder could simply vote against a proposed business
combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver
his or her certificate to verify ownership. As a result, the shareholder then had an option window after the completion of the business combination during which he or she could monitor the price of the companys shares in the
market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the general meeting, would become option rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or
electronic delivery prior to the meeting ensures that a redeeming holders election to redeem is irrevocable once the business combination is approved. Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior
to the scheduled date of the general meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights). 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 18
months (or up to 24 months if our sponsor exercises its extension options) from the closing of this offering. Extension of Time to Complete Business
Combination If we anticipate that we may not be able to consummate our initial business combination within 18 months from the closing of our initial
public offering, the sponsor or its affiliates or designees may, but are not obligated to, cause us to extend the period of time to consummate our initial business combination up to two times, each by an additional three months (for a total of 24
months to complete a business combination). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be 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 pursuant to this provision, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must make an extension
deposit into the trust account for each three-month extension, on or prior to the date of the applicable deadline. The sponsor or its affiliates or designees will receive a non-interest bearing, unsecured
promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such promissory note or notes would
either be paid upon consummation of our initial business combination, or, at the lenders discretion, converted upon consummation of our business combination into additional warrants at a price of $1.00 per warrant. In the event that we receive
notice from the sponsor or its affiliates or designees five days prior to the applicable deadline of its intent 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. The sponsor or its affiliates or  16




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designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of the members of the sponsor
or its affiliates or designees decide to extend the period of time to consummate our initial business combination, the sponsor or its affiliates or designees may elect to deposit the entire amount required. Any notes issued pursuant to these loans
would be in addition to any notes issued pursuant to working capital loans made to us. Redemption of public shares and liquidation if no initial
business combination Our sponsor, directors and officers have agreed that we will have only 18 months (or up to 24 months if our sponsor exercises its
extension options) from the closing of our initial public offering to complete our initial business combination. If we have not completed our initial business combination within such 18-month period (or 24
months if the sponsor exercises its extension options), we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating
distributions, if any); and (3) 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 the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to
complete our initial business combination within the 18-month time period (or 24 months if the sponsor exercises its extension options). Our initial shareholders have entered into a letter agreement with us, pursuant to which they have waived 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 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of our initial public offering. However,
if our initial shareholders acquire public shares, 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 18-month time period (or 24 months if the sponsor exercises its extension options). Our sponsor, directors and officers
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 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of
our initial public offering or (B) with respect to any other provision 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 (which interest shall be net of taxes payable), divided by the number of then issued and 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 following such redemptions. 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 $1,450,000 of proceeds held outside the trust account, 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 taxes, 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 initial public offering and
the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption
amount received by shareholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our
public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.10. 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.  17




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Although we will seek to have all vendors, service providers (other than 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 perform an analysis of the alternatives available to it and will enter into an agreement with a third party
that has not executed a waiver only if management believes that such third partys engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to
execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we
are 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 required time period, 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. Our sponsor has
agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the
trust account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust
account and except as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be
unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and
believe that our sponsors only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. None of our other officers will
indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the
proceeds in the trust account are reduced below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust
assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,
our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor
to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of
creditors the actual value of the per-share redemption price will not be substantially less than $10.10 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 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 monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access
to up to $1,450,000 from the proceeds of our initial public offering and the sale of the private placement warrants, with which to pay any such potential claims (including  18




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costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined
that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $800,000, we may fund
such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses
are less than our estimate of $800,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If
we file a winding-up petition or a winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be
able to return $10.10 per share to our public shareholders. Additionally, if we file a winding-up petition or a 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 insolvency laws as a voidable preference. As a result, a bankruptcy 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 upon the earliest to occur of: (1) our completion of an initial
business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) 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 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of our initial public offering or (B) with respect to
any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination
within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of our initial public offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a
shareholder vote described in clause (2) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial
business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will
a shareholder have any right or interest of any kind to or in the trust account. Holders of rights and warrants will not have any right to the proceeds held in the trust account with respect to the rights or warrants. Amended and Restated Memorandum and Articles of Association Our amended and restated memorandum and articles of association contain certain requirements and restrictions that apply to us until the consummation of our
initial business combination. Our amended and restated memorandum and articles of association contain a provision which provides that, if we seek 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 18 months (or up to 24 months if our
sponsor exercises its extension options) from the closing of our initial public offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business
combination activity, we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association provide, among other
things, that:  

prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval
of our initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for  19




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or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our
initial business combination, including interest (which interest shall be net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means of a tender offer (and thereby avoid the
need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest
(which interest shall be net of taxes payable), in each case subject to the limitations described herein;  

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 following such redemptions;  

if we seek shareholder approval, we will complete our initial business combination only if we receive the
approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company;  

if our initial business combination is not consummated within 18 months (or up to 24 months if our sponsor
exercises its extension options) from the closing of our initial public offering, then our existence will terminate and we will distribute all amounts in the trust account; and  

prior to our initial business combination, we may not issue additional ordinary shares that would entitle the
holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. These provisions cannot be amended without the approval of holders of at least two-thirds (or such higher threshold as
specified in the companys amended and restated articles of association) of our ordinary shares who attend and vote in a general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended
and restated memorandum and articles of association provide that we may consummate our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders meeting. Additionally, our amended and restated memorandum and articles of association provide that, prior to our initial business combination, only holders of our
founder shares will have the right to vote on the appointment of directors and that holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and
articles of association may only be amended by a special resolution passed by the holders of a majority of at least 90% of our ordinary shares attending and voting in person or by proxy in a general meeting. With respect to any other matter
submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with
each share entitling the holder to one vote. Competition We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be
individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have
extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more
local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for business  20




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combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business
combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the initial public offering and the sale of the private placement warrants, 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, in
the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially 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. Employees We currently have three officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our
team 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 that any
such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.  Item 1.A.
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 Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results
may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks
and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results. Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, 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 not hold a shareholder
vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance,
Nasdaq listing rules currently allow us to engage in a tender offer in lieu of a shareholder meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a
target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such business
combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may
consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.  21




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If we seek shareholder approval of our initial business combination, our initial shareholders,
directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of
the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement
entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. A quorum for such meeting will be present if the one-third of our issued and
outstanding ordinary shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders, directors and officers will count toward this quorum and, pursuant to the letter agreement, our initial shareholders,
directors and officers have agreed to vote any founder shares and public shares held by them (including any shares purchased in our initial public offering or in open market and privately-negotiated transactions) in favor of our initial business
combination. As a result, in addition to our initial shareholders founder shares, we would need 7,115,626, or 37.5% (assuming all issued and outstanding shares are voted), or none (assuming only the minimum number of shares representing a
quorum, being one-third of our issued and outstanding ordinary shares entitled to vote at the meeting, are voted), of the 18,975,000 public shares sold in the initial public offering to be voted in favor of an
initial business combination in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if
any. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial
business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.
The agreement by our initial shareholders, directors and officers to vote in favor of our initial business combination and our quorum threshold will increase the likelihood that we will receive the requisite shareholder approval for such initial
business combination. Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the
exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such 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 approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business
combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business
combination. 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 and may not allow us to complete the most desirable business combination or optimize our capital structure. We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we
have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
The amount of the deferred underwriting commissions payable to the underwriters 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. If we are able to consummate an initial business combination, the per-share value of  22




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shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, 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 to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business
combination (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most
desirable business combination or optimize our capital structure. At the time we enter into an agreement for our initial business
combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we 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 is 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. 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 increases. 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 our redemption 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 the prescribed time frame 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 18 months (or 24 months if the sponsor exercises its extension options) from the closing of
our initial public offering. 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 end of the 18-month period (or 24 months if the sponsor exercises its extension
options). 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.  23




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We may not be able to complete our initial business combination within the prescribed time frame, in
which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.10 per share, or less than such amount in certain
circumstances, and our warrants will expire worthless. Our sponsor, directors and officers have agreed that we must complete our
initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the initial public offering. We may not be able to find a suitable target business and complete our initial
business combination within such time period. 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 both in the U.S. and globally and, while the extent of the impact of the outbreak 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: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and
which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further
liquidating distributions, if any); and (3) 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 the requirements of other applicable law. In such case, our public shareholders may receive only $10.10 per share, or less than $10.10 per share, on the redemption of their
shares, and our warrants will expire worthless. See  If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.10 per share and other risk factors herein. Our search for a business combination, and any target
business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic and the status of debt and equity markets. In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world,
including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a Public Health Emergency of International Concern.
On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to the COVID-19
outbreak, and on March 11, 2020 the World Health Organization classified the outbreak as a pandemic. The pandemic, together with resulting voluntary and U.S. federal and state and non-U.S.
governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets. Although the long-term economic
fallout of the COVID-19 pandemic is difficult to predict, it has and is expected to continue to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global
economy. The COVID-19 pandemic has resulted in, and a significant pandemic of other infectious diseases could result in, a widespread health crisis that has, and in the future could, adversely affected the
economies and financial markets worldwide, and the business of any potential target business with which we may consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial
business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability
of a potential target companys personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for an initial
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 and perceptions to 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, our ability to
consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.  24




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In addition, our ability to consummate a transaction may be dependent on the ability to
raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable
on terms acceptable to us or at all. Finally, the outbreak of COVID-19 or other infectious
diseases 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. If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates
may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float 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, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or
following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business
combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or any of their
respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However,
our sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or
conditions for any such transactions. The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial 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. This 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 securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain 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 tendering its shares, such shares may not be redeemed. We will comply with the tender offer rules or proxy 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 tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer
documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or
redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.  25




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If we seek shareholder approval of our initial business combination and we do not conduct redemptions
pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A
ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our
initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public
offering, which we refer to as the Excess Shares, without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market
transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order
to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. Because of our limited
resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time
period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which
may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and
have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or
more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for business combination targets has
increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are numerous target businesses we could
potentially acquire with the net proceeds of the initial public offering and the sale of the private placement warrants, 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, in the event we seek shareholder approval of our initial business combination and we
are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully
negotiating a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the
liquidation of our trust account and our rights and warrants will expire worthless. See  If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
per-share redemption amount received by shareholders may be less than $10.10 per share and other risk factors herein.  26




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As the number of special purpose acquisition companies increases, there may be more competition to
find an attractive target for an initial business combination. This could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination. In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many
companies have entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many additional special
purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for 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 target 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 a suitable target for and/or complete our initial business combination. If the funds not being held in
the trust account are insufficient to allow us to operate for at least the 24 months following the closing of the initial public offering, we may be unable to complete our initial business combination. The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 24 months following the
closing of the initial public offering, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Managements plans to address this need for
capital through potential loans from certain of our affiliates are discussed in Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. However, our affiliates are not obligated to make loans
to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern
at such time. 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 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 enter into a letter of intent 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. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10
per share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless. See  If third parties bring claims against us, the proceeds held in the trust account could be
reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share and other risk factors herein. Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an
initial business combination. In recent months, the market for directors and officers liability insurance for special purpose
acquisition companies has changed in ways adverse to us and our team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such
policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability
of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a
result of becoming a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an
adverse impact on the post-business combinations ability to attract and retain qualified officers and directors.  27




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In addition, after completion of any initial business combination, our directors and
officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity
may need to purchase additional insurance with respect to any such claims (run-off insurance). The need for run-off insurance would be an added expense for
the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
per-share redemption amount received by shareholders may be less than $10.10 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 (other than 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, 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 perform an analysis of the alternatives available to it
and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third partys engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are 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 required time period, 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 $10.10 per public share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.10 per public
share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay
taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the initial public offering against certain
liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsors only assets are securities of our company. Our sponsor may not have sufficient funds
available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such 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 $10.10 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 directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.  28




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Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a
reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the
proceeds in the trust account are reduced below the lesser of (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value
of the trust assets, in each case net of interest which may be withdrawn to pay taxes, 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 may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.10 per share. The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets
held in trust such that the per-share redemption amount received by public shareholders may be less than $10.10 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 are unable to complete our initial business combination or make certain amendments to our amended and
restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or
payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $10.10 per share. If, after we distribute the proceeds in the trust account to
our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us
that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors
and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we
file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any
distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator 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 by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing itself
and us to claims of punitive damages. If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of
creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be
reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up petition a winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and
may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the
per-share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.  29




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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely
affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with
certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time
to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse
effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. If we have not
completed our initial business combination within 24 months of the closing of the initial public offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account. If we have not completed our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options)
from the closing of the initial public offering, we will distribute the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall 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 the initial 18 months (or up
to 24 months if our sponsor exercises its extension options) before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no
obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of
association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our
initial business combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto. 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, and 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 offense and may be liable for a fine of up to
approximately $18,300 and to imprisonment for up to five years in the Cayman Islands.  30




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We may not hold an annual general meeting until after the consummation of our initial business
combination. Our public shareholders will not have the right to elect or remove directors prior to the consummation of our initial business combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until 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 discuss company affairs with management. 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 prior to consummation of our
initial business combination. In addition, holders of a majority of our founder shares may remove a member of the board of directors for any reason. The grant of registration rights to our initial shareholders and their permitted transferees 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. At
or after the time of our initial business combination, our initial shareholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert to our Class A ordinary shares. In
addition, our sponsor and its permitted transferees can demand that we register the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of warrants that
may be issued upon conversion of loans from our sponsor or its affiliates may demand that we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants. 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 or their permitted transferees, our private placement warrants or
warrants issued in connection with loans from our sponsor or its affiliates are registered for resale. Because we are not limited to a particular
industry or any specific 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 may seek to complete a business combination with an operating company of any size (subject to our satisfaction of the 80% of fair market
value test) and in any industry, sector or geography. However, we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or
similar company with nominal operations. Because we have not yet selected or approached 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
development stage entity. Although our directors and officers 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 securities will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholder or warrant
holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for
such reduction in value.  31




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We may seek acquisition opportunities in industries or sectors which may or may not be outside of our
managements area of expertise. We will consider a business combination outside of our managements area of expertise if
a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business
combination target, 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 in the
initial public offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our managements expertise, our managements
expertise may not be directly applicable to its evaluation or operation, and 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
adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are
unlikely to have a remedy for such reduction in value. 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 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 criteria and guidelines, such initial business 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 applicable law or stock exchange listing
requirements, 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 have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account
and our rights and warrants will expire worthless. 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 directors
and officers 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.  32




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We are not required to obtain an opinion from an independent investment banking firm or from an
independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view. Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion that the price we are
paying is fair to our company 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 tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the 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 contained in our amended and restated memorandum and articles of
association. Any such issuances would dilute the interest of our shareholders and likely present other risks. Our amended and
restated memorandum and articles of association authorizes the issuance of up to 550,000,000 Class A ordinary shares, par value $0.0001 per share, 55,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated
preference shares, par value $0.0001 per share. As of December 31, 2021, there were no authorized but unissued Class A ordinary shares and 4,743,750 Class B ordinary shares, available for issuance, which amount takes into account
shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2021, there were no preference shares issued and outstanding. We may issue a substantial number of additional Class A ordinary shares, and may issue preference shares, in order to complete our
initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants 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 contained in our amended and restated
memorandum and articles of association. 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 ordinary shares that would
entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. The issuance of additional ordinary shares or preference shares:  

may significantly dilute the equity interest of investors in the initial public offering, 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 ordinary shares if preference shares are issued with rights senior to
those afforded our ordinary shares;  

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

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

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

may not result in adjustment to the exercise price of our warrants.  33




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Our initial business combination or reincorporation may result in taxes imposed on shareholders and
warrant holders. We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a
business combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for a
shareholder or warrant holder in the jurisdiction in which the shareholder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate. We do not
intend to make any cash distributions to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and
acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less than such amount in certain
circumstances, on the liquidation of our trust account and our rights and 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 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 have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per
share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless. 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, directors or officers which may raise potential conflicts of interest. In light of the involvement of our sponsor, directors and officers with other entities, we may decide to acquire one or more businesses or
entities affiliated with our sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those described under Item 10. Directors, Executive Officers and
Corporate GovernanceConflicts of Interest. Such entities may compete with us for business combination opportunities. 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 and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement
that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent entity that commonly renders valuation opinions 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, directors or officers, potential conflicts of interest still may exist and, as a
result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may
arise in determining whether a particular business combination target is appropriate for our initial business combination. Our
initial shareholders hold 4,743,750 founder shares as of the date of this Annual Report, including 4,593,750 shares held by our sponsor. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 7,942,500 private placement warrants, each exercisable for one Class A ordinary share,
for a purchase price of $7,942,500 in the aggregate, or $1.00 per warrant, that will also be worthless if we do not complete a business combination. Each private placement warrant may be exercised for one Class A ordinary share at a price of
$11.50 per share, subject to adjustment as provided herein.  34




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The founder shares are identical to the ordinary shares included in the units except that:
(1) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any
reason; (2) the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, directors and officers have entered into with us; (3) pursuant to such letter agreement, our initial
shareholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination;
(ii) their redemption rights with respect to any founder shares and public shares held by them 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 18 months (or up to 24 months if our sponsor
exercises its extension options) from the closing of the initial public offering or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination
activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months (or up to 24 months if our sponsor
exercises its extension options) from the closing of the initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to
registration rights directors and officers. If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter
agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after the initial public offering in favor of our initial business combination. The personal and financial interests of our sponsor, directors and officers 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 18-month
deadline following the closing of the initial public offering nears, which is the deadline for the completion of our initial business combination. While we do not expect our board of directors to approve any amendment to or waiver of the letter
agreement or registration rights agreement prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgement and subject to its fiduciary duties, chooses to approve one or more amendments
to or waivers of such agreements in connection with the consummation of our initial business combination. Any such amendments or waivers 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. 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. We may choose to incur substantial debt to complete our initial business combination. We 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;  35




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

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

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

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

our inability to pay dividends on our 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 ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;  

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

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

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 be able to complete only one business combination with the proceeds of the initial public offering and the sale of the private placement
warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. 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 risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,
unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:  

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

dependent upon the development or market acceptance of a single or limited number of products, processes or
services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or
all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.  36




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We do not have a specified maximum redemption threshold. The absence of such a redemption threshold
may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree. Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating
to our initial business combination. 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, directors, officers, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for
redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In order to effectuate an
initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreement and rights agreement. 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 some of our shareholders may not support. In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions
of their charters and modified governing instruments, including their warrant agreements. For example, blank check 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 at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a companys articles of association) of a companys ordinary shares at a general meeting for which notice specifying the intention to propose the resolution
as a special resolution has been given or (2) if so authorized by a companys articles of association, by a unanimous written resolution of all of the companys shareholders. Our amended and restated memorandum and articles of
association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible
under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a majority of at least 90% of our
ordinary shares attending and voting in person or by proxy in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement and rights agreement provide that the terms of the warrants and rights may be
amended without the consent of any holder thereof for certain purposes, but requires the approval by the holders of at least 50% of the then issued and outstanding public warrants or rights, as applicable to make any change that adversely affects
the interests of such holders. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement and rights agreement, or extend the time to
consummate an initial business combination in order to effectuate our initial business combination. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration
statement, we would register, or seek an exemption from registration for, the affected securities.  37




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Certain 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 at least two-thirds of our ordinary shares who attend and vote at a general meeting. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement 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, including those related to pre-business combination activity (including the requirement to deposit proceeds of the initial public offering and
the sale of private placement warrants into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds (or such higher
threshold as specified in the companys amended and restated articles of association) of our ordinary shares who attend and vote in a general meeting, 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 (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval
of the holders of a majority of at least 90% of our ordinary shares attending and voting in person or by proxy in a general meeting). Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares, may 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. Our ability to amend the provisions of our amended and restated memorandum and
articles of association which govern our pre-business combination behavior may increase our ability to complete our initial business combination with which you do not agree. In certain circumstances, our
shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association. 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. If the net proceeds of the initial public offering and the sale of the private placement warrants available to us prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in
connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business
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. 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 directors, officers or shareholders is
required to provide any financing to us in connection with or after our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately
$10.10 per share, or less in certain circumstances, on the liquidation of our trust account, and our rights and warrants will expire worthless. 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. 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. 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 the holders of a majority of at least 90% of our ordinary shares attending and voting in person or by proxy 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.  38




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Accordingly, our initial shareholders will exert significant influence over actions
requiring a shareholder vote at least until the completion of our initial business combination. A provision of our warrant agreement may make it
more difficult for us to consummate an initial business combination. Unlike some blank check companies, if  

we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the
case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable prior to such issuance (the newly issued price);  

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 on the date of the completion of our initial business combination (net of redemptions), and  

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 (such price, the market value) is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the market value and the newly issued price, and the $18.00 per
share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of 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. Our warrants and founder shares 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 have issued warrants to purchase
9,487,500 Class A ordinary shares at a price of $11.50 per whole share (subject to adjustment), as part of the units and, simultaneously with the closing of the initial public offering, we issued 7,942,500 private placement warrants, each
exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Our initial shareholders currently hold 4,743,750 Class B ordinary shares. The Class B ordinary shares are
convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor, an affiliate of our sponsor
or certain of our directors and officers make any working capital loans or loans to repay any extension deposits, up to $2,000,000 of such working capital loans and all of any loans to repay any extension deposits may be converted into warrants, at
the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue Class A ordinary shares to effectuate a business combination, the potential for the issuance
of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance 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 combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business
combination or increase the cost of acquiring the target business. The private placement warrants are identical to the warrants sold as
part of the units except that, (1) the private placement warrants will not be redeemable by us, (2) the private placement warrants (and the Class A ordinary shares issuable upon exercise of such warrants) may be subject to certain
transfer restrictions contained in the letter agreement, (3) the private placement warrants may be exercised by the holders on a cashless basis, and (4) the holders of the private placement warrants (including the Class A ordinary shares
issuable upon exercise of such warrants) may be entitled to certain registration rights.  39




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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 a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. 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 (U.S. GAAP) or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and
the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential
target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within
the prescribed time frame. 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 acquisition. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual
Report on Form 10-K for the year ending December 31, 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. 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 acquisition. If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face
additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact
our operations. If our team pursues 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
market, 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 and complying with commercial and
legal requirements of overseas markets;  

rules and regulations regarding currency redemption;  40




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

complex corporate withholding taxes on individuals;  

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

tariffs and trade barriers;  

regulations related to customs and import/export matters;  

longer payment cycles;  

tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that
the applicable government provides to domestic companies, 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;  

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;  

deterioration of political relations with the United States;  

obligatory military service by personnel; and  

government appropriation of assets. 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 results of operations and financial condition. 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;  41




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

adoption of a specific form of corporate structure; and  

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are
currently not subject to. We do not believe that our anticipated principal activities will subject us to the Investment
Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under 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 have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per
share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless. We may engage
one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which may include acting as M&A advisor in connection with an initial business combination or as
placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination.
These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an
initial business combination. We may engage one or more of our underwriters or one of their respective affiliates to provide
additional services to us after the initial public offering, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We
may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arms-length negotiation; provided that no agreement will be entered
into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this
prospectus, unless FINRA determines that such payment would not be deemed underwriters compensation in connection with the initial public offering. The underwriters are also entitled to receive deferred underwriting commissions that are
conditioned on the completion of an initial business combination. The underwriters or their respective affiliates financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of
interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an 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.  42




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We may attempt to complete our initial business combination with a private company about which little
information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination
with a company that is not as profitable as we suspected, if at all. Risks Relating to our Post-Business Combination Company Subsequent to our completion of our initial business combination, we may be required to subsequently 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 extensive 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 with 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 post-combination
debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such
shareholders and warrant holders are unlikely to have a remedy for such reduction in value. After our initial business combination, our results of
operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower
rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive 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. 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 complete such business combination only if the post-transaction company owns or acquires
50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company  43




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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
our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a
transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third parties in
connection with financing our initial business combination. 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 ordinary shares, our shareholders immediately prior to such
transaction could own less than a majority of our issued and outstanding 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 our control of the target business. We may have limited ability to assess the management of a prospective target business and, as a result, may affect 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s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target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 shareholder or warrant holder who chooses to remain a shareholder or warrant holder,
respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value. The directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The departure 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. After our initial business combination, it is
possible that a majority of our directors and officers will live outside the United States and all or substantially 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 or substantially 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. If our management following our initial business combination is unfamiliar with U.S. 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, any
or all of our management could resign from their positions as officers of the company, and the management of the target business at the time of the business combination could remain in place. Management of the target business may not be familiar
with U.S. securities laws. If new management is unfamiliar with U.S. 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
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Risks Relating to Our Management Team We are dependent upon our directors and officers and their departure could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of our
directors and officers, at least until we have completed our initial business combination. In addition, our directors 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 directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. 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 our or a targets 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. In addition, the directors and officers of an acquisition candidate may resign upon completion of our initial business combination. The
departure 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. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. Since our sponsor and our team 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 during or after the initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On July 1, 2021, our sponsor purchased an aggregate 4,312,500 founder shares for a total purchase price of $25,000, or approximately
$0.006 per share. On January 12, 2022, we effected a share capitalization with respect to the founder shares of 431,250 shares, resulting our initial shareholders holding an aggregate of 4,743,750 founder shares. Prior to the initial investment
in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.
The number of founder shares outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 18,975,000 units if the underwriters over-allotment option is exercised in full, and
therefore that such founder shares would represent 20% of the outstanding shares after the initial public offering. Pursuant to the exercise of the underwriters over-allotment option in full, no founder shares are subject to forfeiture.  45




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The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has purchased an aggregate of 7,942,500 private placement warrants, pursuant
to the exercise of the underwriters over-allotment option, each exercisable for one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $7,200,000 (or up to $7,942,500 if the underwriters over-allotment
option is exercised in full), or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive 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 18-month anniversary of the closing of the initial public offering nears, which is the deadline for our completion of an initial business combination. Members of our team may negotiate employment or consulting agreements with a target business in connection with a particular business combination. 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. Members of our team may be able to remain with the 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 our initial business combination. The personal and financial interests of such individuals may influence their
motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business
combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of the members of our team will remain with us after the completion
of our initial business combination. We cannot assure you that any members of our team will remain in senior management or advisory positions with us. The determination as to whether any members of our team will remain with us will be made at the
time of our initial business combination. Members of our management team and board of directors have significant experience as founders, board
members, officers, executives or employees of other companies. Certain of those persons have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or
of these matters could be time-consuming and could divert our managements attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination. During the course of their careers, members of our management team and board of directors have had significant experience as founders, board
members, officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons have been, may be or may in the future become involved in litigation, investigations or other
proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any litigation, investigations or other proceedings may divert the attention and resources of our management team
and board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination. Our team 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
directors and officers 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  46




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our initial business combination. Our officers may be engaged in other business endeavors for which they may be entitled to substantial compensation and our officers are not obligated to
contribute any specific number of hours per week to our affairs. Certain of our independent directors also serve as officers or 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
discussion of our officers and directors other business affairs, please see Item 10. Directors, Executive Officers and Corporate Governance. Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar
to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more
businesses or entities. Our sponsor, and our team are, or may in the future become, affiliated with entities that are engaged in a similar business. Our sponsor and directors and officers are also not prohibited from sponsoring, or otherwise
becoming involved with, any other blank check companies prior to us completing our initial business combination, and any such involvement may result in conflicts of interest as described above. Our team also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they
owe certain fiduciary or contractual duties or otherwise have an interest in, and any other special purpose acquisition company in which they may become involved with. 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 other entities prior to its presentation to us. 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. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by
law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. For a complete discussion of our officers and directors business affiliations and the potential conflicts of interest that you
should be aware of, please see Item 10. Directors, Executive Officers and Corporate Governance, Item 10. Directors, Executive Officers and Corporate GovernanceConflicts of Interest and Item 15. Certain
Relationships and Related Party TransactionsSupport Services Agreement. Our directors, officers, 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. 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. In particular, affiliates of our sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between
companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates.  47




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Consilium is not under any obligation to source any potential opportunities for our initial business
combination or refer any such opportunities to our company or provide any other services to our company. Consilium may become
aware of a potential business combination opportunity that may be an attractive opportunity for our company. Consilium and our company may each assess opportunities within Frontier Growth Markets. In particular, CIM manages two products targeted at
Frontier Growth Markets. The Fund focuses on listed equities opportunities within Frontier Growth Markets. EOF focuses on less liquid opportunities within Frontier Growth Markets, and targets a three-year time horizon to extract value from companies
that are relatively unknown. Consilium is not under any obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company.
Consiliums role with respect to our company is expected to be primarily passive and advisory in nature. Consilium may have fiduciary and/or contractual duties to its investment vehicles and to companies in which Consilium has invested. As a
result, Consilium may have a duty to offer business combination opportunities to certain Consilium funds, other investment vehicles or other entities before other parties, including our company. Additionally, certain companies in which Consilium has
invested may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination. Transactions of these types may present a conflict of interest
because Consilium may directly or indirectly receive a financial benefit as a result of such transaction. Our sponsor is managed by CIC, which is
owned by Charles Cassel and Jonathan Binder, who serve on our board of directors and as our Chief Executive Officer and Chief Financial Officer and our Chairman, respectively, and is owned by entities controlled by them and associated with Consilium
(the Consilium affiliates). As a result, Mr. Cassel, Mr. Binder and the Consilium affiliates may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support, and their
interests may differ from your interests. Our sponsor is managed by CIC, which is owned by Charles Cassel and Jonathan Binder, who
serve on our board of directors and as our Chief Executive Officer and Chief Financial Officer and our Chairman, respectively. In addition, our sponsor is owned by Consilium affiliates. As a result, Charles Cassel and Jonathan Binder and the
Consilium affiliates may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including appointment of our directors, amendments to our amended and restated memorandum and articles
of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares in the initial public offering or in the aftermarket or in privately negotiated transactions, this would increase their influence
over such actions. Risks Relating to Our Securities You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment,
therefore, you may be forced to sell your public shares and/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: (1) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly
elected to redeem, subject to the limitations described herein; (2) 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 18 months (or
up to 24 months if our sponsor exercises its extension options) from the closing of the initial public offering or (B) with respect to any other provision relating to shareholders rights or
pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 18 months (or up to 24 months if our sponsor
exercises its extension options) from the closing of the initial public offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (2) in the
preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 18 months (or up to  48




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24 months if our sponsor exercises its extension options) from the closing of the initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances
will a shareholder have any right or interest of any kind to or in the trust account. Holders of rights and warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your
investment, you may be forced to sell your public shares, rights and/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. We cannot assure you that our securities will continue to be listed on Nasdaq 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. In general, we must maintain a minimum amount in shareholders equity and a minimum of 300
round lot holders. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the applicable exchanges initial listing requirements, which are more rigorous than continued listing
requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time. If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect such 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. Our units, Class A ordinary shares, rights and warrants currently qualify as covered securities under such statute. Although the states are
preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the
sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities
regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities
would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities. You will not be entitled to certain protections afforded to investors of some other blank check companies. Since the net proceeds of the initial public offering and the sale of the private placement warrants are intended to be used to complete an
initial business combination with a target business that has not been selected, we may be deemed to be a blank check company under the U.S. securities laws. However, we are exempt from rules promulgated by the SEC to protect investors in
blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to
complete our initial business combination than do  49




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companies subject to Rule 419. Moreover, if the initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to
us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see
Proposed Business  Comparison of The initial public offering to Those of Blank Check Companies Subject to Rule 419. Holders of
rights will not have redemption rights. If we are unable to complete an initial business combination within the required time
period and we redeem the funds held in the trust account, the rights will expire and holders will not receive any of the amounts held in the trust account in exchange for such rights. Our public shareholders will not be entitled to vote or redeem their shares in connection with our potential extensions. If we anticipate that we may not be able to consummate our initial business combination within 18 months, we may extend the period of time to
consummate a business combination up to two times, each by an additional three months, as long as our sponsor or its affiliates or designees deposits into the trust account $1,897,500 ($0.10 per public share) on or prior to the date of the
applicable deadline, for each three-month extension. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority of our
public shareholders do not support such an extension. This feature is different than the traditional special purpose acquisition company structure, in which any extension of the companys period to complete a combination requires a vote of the
companys shareholders and shareholders have the right to redeem their public shares in connection with such vote. You will not be permitted
to exercise your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares or certain exemptions are available. 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 may expire worthless. In no event will we be required to net
cash settle any public warrant, or issue securities or other compensation in exchange for the public warrants in the event we are unable to register or qualify the shares underlying the public warrants under applicable state securities laws and no
exemption is available. If the issuance of the shares upon exercise of the public warrants is not so registered or qualified or exempt from registration or qualification, the holder of such public warrant shall not be entitled to exercise such
public warrant, and such public warrant may have no value and may expire worthless. In such event, holders who acquired their public 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 public
warrants under the Securities Act, under 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 Commission a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the
same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until
the warrants expire or are redeemed. 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 registration statement or prospectus, the
financial statements contained or incorporated by reference therein are not current, complete or correct, or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance
with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of Class A ordinary shares that you  50




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will receive upon cashless exercise will be based on a formula. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to
holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
Notwithstanding the above, if our Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a covered security under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis, in accordance with Section 3(a)(9) of the Securities Act, and, in the
event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky 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. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event we are unable to register or qualify the
shares underlying the warrants under 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, nor 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 may 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 the initial public offering. 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. The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time. In
certain situations, including if we are not the surviving entity of a business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants
for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable
efforts to register the issuance of the security underlying the warrants as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination. Although we are registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act, such registration may not
be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. Although we are registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act, such registration
may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless. Pursuant to the warrant
agreement, we have agreed that, as soon as practicable, but in no event later than 20 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 the registration statement or a new registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our
initial business combination and to maintain the effectiveness of the same relating to those Class A ordinary shares until the warrants expire or are redeemed. 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 registration statement or prospectus, the financial  51




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statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not
registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their public warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will
receive upon cashless exercise will be equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the public warrants, multiplied by the excess of the fair market value
(defined below) less the exercise price of the public warrants by (y) the fair market value. The fair market value as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares
for the ten trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any
shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the
event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under
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 the initial public offering. 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 public 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 public warrants as set forth above even if the holders are
otherwise unable to exercise such warrants. We may amend the terms of the rights or warrants in a manner that may be adverse to holders of public
warrants with the approval by the holders of at least 50% of the then outstanding public warrants. Our rights will be issued in
registered form under a rights agreement, and our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. Each of the rights agreement and warrant
agreement provides that the terms of the rights or warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the rights agreement or
warrant agreement to the description of the terms of the rights or warrants and the rights agreement or warrant agreement set forth in the prospectus related to the initial public offering, or defective provision, (ii) removing or reducing our
ability to redeem the rights or public warrants, (iii) adding or changing any provisions with respect to matters or questions arising under the rights agreement or warrant agreement as the parties to the rights agreement or warrant agreement
may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the rights or warrants in any material respect, or (iv) making any amendments that are necessary in the good faith
determination of the board of directors (taking into account then existing market precedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the rights and warrants
to be or continue to be, as applicable, classified as equity in the companys financial statements; provided that no such amendment pursuant to clause (iv) shall increase the right or warrant price, shorten the exercise period or will, in
the aggregate, materially affect the legal rights of registered holders of the then-outstanding rights and public warrants under the rights agreement and warrant agreement. The rights agreement and warrant agreement may be amended by the parties
thereto with the vote or written consent of the registered holders of at least 50% of the the-outstanding  52




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rights or public warrants and private placement warrants, voting together as a single class, to allow for the warrants to be or continue to be, as applicable, classified as equity in the
companys financial statements. All other modifications or amendments, (a) with respect to the terms of the public warrants or any provision of the warrant agreement with respect to the public warrants requires the approval by the holders
of at least 50% of the then outstanding public warrants, and (b) with respect to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants requires the approval by the
holders of at least 50% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve such
amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the
exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem 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 last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within any 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. 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. As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable
to exercise the warrants. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the
then-current market price when you might otherwise wish to hold your warrants; or (3) 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. If we call the warrants for redemption as described above, our management will have the option to require
any holder that wishes to exercise his, her or its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other
factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of shares of Class A common issuable upon the exercise of our warrants. If our management takes
advantage of this option, all holders of warrants would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A
ordinary shares underlying the warrants, multiplied by the difference between the fair market value (defined herein) over the exercise price of the warrants by (y) the fair market value. The fair market value shall mean
the average last reported sale price of the Class A ordinary shares for the 10 trading day period ending on the trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes
advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the fair market value in such case. 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 some other blank check companies. Each unit contains one-half
of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share
and one whole warrant or a greater fraction of one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination
since the warrants will be exercisable in the aggregate for a third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner
for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.  53




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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 will be 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. 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. The courts of the Cayman Islands are unlikely (1) 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 (2) 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. Each of our rights agreement and 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 rights and holders of our warrants, which could limit the ability of rights holders and warrant holders to
obtain a favorable judicial forum for disputes with our company. Each of our rights agreement and 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 rights agreement or 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.  54




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Notwithstanding the foregoing, these provisions of the rights agreement and warrant
agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity
purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our rights agreement or warrant agreement. If any action, the subject matter of which is within
the scope of the forum provisions of the rights agreement or 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 rights
agreement or 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. 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 two-year
director terms and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve
payment of a premium over prevailing market prices for our securities. General Risk Factors We are a newly incorporated company with no operating history and no operating revenues, and you have no basis on which to evaluate our ability to
achieve our business objective. We are a newly incorporated company incorporated under the laws of the Cayman Islands with no
operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans,
arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any
operating revenues. Our independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt
about our ability to continue as a going concern. As of December 31, 2021, we had $20 cash and a working capital deficit of
$866,674. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful. These
conditions raise substantial doubt about our ability to continue as a going concern. Managements plans to address this need for capital are discussed under Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations of this Annual Report. The financial statements contained in this Annual Report do not include any adjustments that might result from the outcome of this uncertainty.  55




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Past performance of Consilium, our team and their respective affiliates may not be indicative of
future performance of an investment in the company. Information regarding performance of Consilium, our team and their respective
affiliates is presented for informational purposes only. Past performance of Consilium, our team and their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business
combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of Consilium, our team or their respective affiliates or any related investments performance as
indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. 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 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 taxable year ended December 31, 2021, our current taxable year and our
subsequent taxable years may depend upon 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 taxable year ended December 31, 2021, our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be
determinable until after the end of such taxable year. 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 (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 likely
be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares, rights and warrants. Our letter agreement with our initial shareholders, directors and officers and registration rights agreement may be amended, and provisions therein may
be waived, without shareholder approval. Our letter agreement with our initial shareholders, directors and officers contain
provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter
agreement and the registration rights agreement may be amended, and provisions therein may be waived, without shareholder approval (although releasing the parties from the restriction contained in the letter agreement not to transfer any units,
warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares for 180 days following the date of this prospectus will require the prior written consent of BTIG,
LLC). While we do not expect our board to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment
and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements. Any such amendments or waivers would not require approval from our shareholders and may have an adverse effect on the value of an
investment in our securities.  56




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We are an emerging growth company and a smaller reporting company within the meaning of the Securities
Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to
compare our performance with other public companies. We are an emerging growth company within the meaning of the
Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem
important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by
non-affiliates equals or exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We
cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our
securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such 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 Item 10(f)(1) of Regulation
S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that years
second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or
exceeds $700 million as of the end of that years second fiscal quarter. 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. Members of our team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or
governmental investigations unrelated to our business. Members of our team have been involved in a wide variety of businesses.
Such involvement has, and may lead to, media coverage and public awareness. As a result of such involvement, members of our team and companies affiliated thereof have been, and may from time to time be, involved in legal proceedings or governmental
investigations unrelated to our business. Any such proceedings or investigations may be detrimental to our or their reputation or result in other negative consequences or damages, which could negatively affect our ability to identify and complete an
initial business combination and may have an adverse effect on the price of our securities. After our initial business combination, it is possible
that a majority of our directors and officers will live outside the United States and all or substantially 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 or substantially 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.  57




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We may seek acquisition opportunities in foreign countries that are subject to political, economic,
and other uncertainties. We may seek acquisition opportunities that have operations outside the United States. As a result, we may
face political and economic risks and other uncertainties with respect these potential international operations. These risks may include the following, among other things:  

loss of revenue, property, and equipment or delays in operations as a result of hazards such as expropriation,
war, piracy, acts of terrorism, insurrection, civil unrest, and other political risks, including tension and confrontations among political parties;  

transparency issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery
Act, and other anti-corruption compliance laws and issues;  

increases in taxes and governmental royalties;  

unilateral renegotiation of contracts by governmental entities;  

redefinition of international boundaries or boundary disputes;  

difficulties enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and
foreign sovereignty over international operations;  

difficulties enforcing our rights against a governmental agency in the absence of an appropriate and adequate
dispute resolution mechanism to address contractual disputes, such as international arbitration;  

changes in laws and policies governing operations of foreign-based companies;  

foreign-exchange restrictions; and  

international monetary fluctuations and changes in the relative value of the U.S. dollar as compared to the
currencies of other countries in which we conduct business. Outbreaks of civil and political unrest and acts of
terrorism have occurred in countries close to or where we may seek an acquisition. Continued or escalated civil and political unrest and acts of terrorism in the countries in which we may operate could result in our curtailing operations or delays
in project completions. In the event that countries in which we may operate experience civil or political unrest or acts of terrorism, especially in events where such unrest leads to an unseating of the established government, our operations could
be materially impaired. Our potential international operations may also be adversely affected, directly or indirectly, by laws, policies, and regulations of the United States affecting foreign trade and taxation, including U.S. trade sanctions.
Realization of any of the factors listed above could materially and adversely affect our financial condition, results of operations, or cash flows.  58




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Corporate governance standards in emerging and frontier markets may not be as strict or developed as
in the United States and such weakness may hide issues and operational practices that are detrimental to a target business. General corporate governance standards in Emerging and Frontier Markets are weaker than those in the United States. This could result in
unfavorable related party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not go far enough to prevent improper business practices. Therefore, shareholders may not be
treated impartially and equally as a result of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall company, and cronyism. The lack of transparency and ambiguity in the
regulatory process also may result in inadequate credit evaluation and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination we will have to evaluate the corporate governance of a target and the
business environment, and in accordance with United States laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these intended efforts, there
may be endemic practices and local laws that could add risk to an investment we ultimately make and that result in an adverse effect on our operations and financial results. 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. If the government of the country in which we effect our initial business
combination finds that the agreements we entered into to acquire control of a target business through contractual arrangements with one or more operating businesses do not comply with local governmental restrictions on foreign investment, or if
these regulations or the interpretation of existing regulations change in the future, we could be subject to significant penalties or be forced to relinquish our interests in those operations. Some emerging and frontier market countries currently prohibit and/or restrict foreign ownership in certain important industries,
including telecommunications, food production and heavy equipment. There are uncertainties under certain regulations whether obtaining a majority interest through contractual arrangements will comply with regulations prohibiting or restricting
foreign ownership in certain industries. In addition, there can be restrictions on the foreign ownership of businesses that are determined from time to time to be in important industries that may affect the national economic security or
those having famous brand names or well-established brand names. If we or any of our potential future target
businesses are found to be in violation of any existing or future local laws or regulations (for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership is prohibited), the
relevant regulatory authorities might have the discretion to:  

revoke the business and operating licenses of the potential future target business;  

confiscate relevant income and impose fines and other penalties;  

discontinue or restrict the operations of the potential future target business;  

require us or the potential future target business to restructure the relevant ownership structure or operations;  

restrict or prohibit our use of the proceeds of the initial public offering to finance our businesses and
operations in the relevant jurisdiction; or  

impose conditions or requirements with which we or the potential future target business may not be able to
comply.  59




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Many of the economies in Emerging and Frontier markets are experiencing substantial inflationary
pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination. While many of the economies in the emerging and frontier markets have experienced rapid growth over the last two decades, they have also
experienced inflationary pressures. As governments take steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on currency conversions and
foreign investment. There also may be imposition of price controls. If prices for the products of our ultimate target business rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on
our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. Because we are not limited to any specific industry, the ultimate industry that we operate
in may be affected more severely by such a slowing of economic growth. Exchange rate fluctuations and currency policies may cause a target
business ability to succeed in the international markets to be diminished. We intend to 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. We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could
have a material adverse effect on our business. We are subject to the Foreign Corrupt Practice Act (FCPA) and other
laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have
operations, agreements with third parties and make sales in the Asia Pacific region, which may experience corruption. Our proposed activities in the Asia Pacific region create the risk of unauthorized payments or offers of payments by one of the
employees, consultants, or sales agents of our company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any
future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil
sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our company liable for successor liability FCPA violations
committed by companies in which we invest or that we acquire. 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  60




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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.  Item 1.B.
Unresolved Staff Comments. None.  Item 2.
Properties. We currently maintain our executive offices at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. The cost for this space is included in the
$10,000 per month fee that we will pay an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations. We consider our current office space adequate for our
current operations.  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.  61




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PART II.  Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities. (a) Market Information Our units began trading on the Nasdaq Global Market (Nasdaq) on January 13, 2022. Each unit consists of one Class A ordinary share, one
right to acquire one-tenth of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. On March 3, 2022,
we announced that holders of the units may elect to separately trade the Class A ordinary shares, rights and redeemable warrants included in the units commencing on March 7, 2022. Any units not separated continue to trade on Nasdaq under
the symbol CSLMU Any underlying Class A ordinary shares, rights and redeemable warrants that were separated trade on Nasdaq under the symbols CSLM, CSLMRand CSLMW, respectively. (b) Holders As of March 31, 2022,
there was approximately one holder of record of our units, approximately one holder of record of our separately traded Class A ordinary shares, approximately one holder of record of our outstanding rights to receive one-tenth of one Class A ordinary share, approximately four holders of record of our Class B ordinary shares and approximately two holders of record of our redeemable warrants. (c) Dividends We have not paid any cash
dividends on our Class A 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 share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d)
Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph The performance
graph has been omitted as permitted under rules applicable to smaller reporting companies. (f) Recent Sales of Unregistered
Securities; Use of Proceeds from Registered Offerings Unregistered Sales On July 1, 2021, our sponsor paid $25,000 to cover certain of our offering and formation costs in exchange for the issuance of 4,743,750 founder shares to
our sponsor, or approximately $0.006 per share. On January 12, 2022, we effected a share capitalization with respect to the founder shares of 431,250 shares, resulting in our initial shareholders holding an aggregate of 4,743,750 founder
shares. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding shares after the closing of our initial public offering. Our sponsor purchased 7,942,500 private placement warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.00 per
warrant ($7,942,500 in the aggregate), in a private placement that closed substantially concurrently with the closing of our initial public offering.  62




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These issuance were made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Use of Proceeds On January 18, 2022, the Company consummated its initial public offering of 18,975,000 units at $10.00 per unit, generating gross proceeds of
$189,750,000. BTIG, LLC and I-Bankers Securities, Inc. acted as the book-running managers of the offering and BTIG, LLC acted as the representative of the underwriters. The securities sold in the initial
public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-261570). The SEC declared the registration statements effective
on January 12, 2022. In connection with the initial public offering, we incurred offering costs of approximately $11,236,250 (including deferred
underwriting commissions of approximately $6,641,250). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred
portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $191,647,500 million of the net proceeds from our initial public offering and
certain of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in the initial public offering) was placed in the trust account. The net proceeds of the initial public offering and certain proceeds from
the sale of the private placement warrants are held in the trust account and invested as described elsewhere in this Annual Report on Form 10-K. There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the
Companys final prospectus related to the Initial Public Offering. For a description of the use of the proceeds generated from the Initial Public Offering, see Item 1. Business.  Item 6.
[Reserved].  63




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Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations. References to the Company, our, us or we refer to Consilium Acquisition Corp I,
Ltd. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our
actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our
actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,
Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K. Overview We are a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Initial Business Combination using cash from the proceeds of
the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. We expect
to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial Business Combination will be successful. Results of Operations We have neither engaged in any
operations nor generated any operating revenues to date. Our only activities from April 13, 2021 (inception) through December 31, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering, described
below. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We expect to generate non-operating income in the form of interest income on
marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses in connection with searching for, and completing, an Initial Business Combination. For the period from April 13, 2021 (inception) through
December 31, 2021, we had a net loss of $49,154, which consisted of formation and initial audit costs. Liquidity and Capital Resources As of December 31, 2021, we had cash of $20 and a working capital deficit of $866,674. Until the consummation of the Initial Public Offering, our only
source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsor and a promissory note with our Sponsor. As of December 31, 2021, $126,894 was outstanding under the promissory note. On January 18, 2022, the Company consummated its initial public offering (the IPO) of 18,975,000 units (the Units), including the
issuance of 2,475,000 Units as a result of the underwriters exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an Ordinary Share), one right to
acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary
Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 7,942,500 private placement warrants (the Private
Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant, to the Companys sponsor, Consilium Acquisition Sponsor I, LLC (the Sponsor), generating gross proceeds to the Company of $7,942,500. The Private
Placement Warrants are identical to the warrants sold as part of the Units in the  64




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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. A total of $2,250,000 was deposited to the Companys operating account and a total of $191,647,500, comprised of a portion
of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of:
(1) the Companys completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles
of association (A) to modify the substance or timing of the Companys obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Companys public shares if the Company does not complete
its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of the Companys public shares if the Company has not completed its initial business combination within 18 months (or 24 months if the
sponsor exercises its extension options) from the closing of the IPO, subject to applicable law. We intend to use substantially all of the funds held in
the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our Initial Business Combination. To the extent that our capital stock or debt is
used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other
acquisitions and pursue our growth strategies. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination. In order to fund working capital
deficiencies or finance transaction costs in connection with an 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 $2,000,000 of such loans 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. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriters are entitled to a deferred
fee of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of
the underwriting agreement. Critical Accounting Policies The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America
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 not identified any critical accounting policies. We have identified the following critical accounting policies:  65




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Class A Ordinary Shares Subject to Possible Redemption We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(ASC) Topic 480 Distinguishing Liabilities from Equity. Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary
shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At
all other times, Class A ordinary shares are classified as shareholders equity. Our Class A ordinary shares features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain
future events. Accordingly, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders equity section of our balance sheet. We recognize changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the
redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of
redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Net
Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the
period. Ordinary shares subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such
shares, if redeemed, only participate in their pro rata share of the trust account earnings. The Company has not considered the effect of the warrants sold in the initial public offering and the private placement to purchase an aggregate of
7,942,500 private warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss
per ordinary share is the same as basic net loss per ordinary share for the periods presented. The Companys statement of operations includes a
presentation of net loss per ordinary share subject to possible redemption and allocates the net loss into the two classes of shares in calculating net loss per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net loss
per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable
Class B ordinary shares, net loss per share is calculated by dividing the net loss by the weighted average number of nonredeemable Class B ordinary shares outstanding for the period. Non-redeemable
Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the trust account. Recent Accounting Standards In August 2020, the
Financial Accounting Standards Board issued ASU No. 2020-06, DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
HedgingContracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys Own Equity (ASU
2020-06), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain
settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is
effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU
2020-06 would have on our financial position, results of operations or cash flows. Management does not believe
that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.  66




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Item 7.A.
Quantitative and Qualitative Disclosure About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information otherwise required under this item.  Item 8.
Financial Statements and Supplementary Data This information appears following Item 16 of this Report and is included herein by reference.  Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.  Item 9.A.
Controls and Procedures. Disclosure Controls and Procedures Evaluation of
Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer (who serves as our Principal Executive Officer and Principal Financial and Accounting Officer), to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon his evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021, covered by this Annual Report on Form 10-K, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Internal Control over Financial Reporting This Annual
Report on Form 10-K does not include a report of 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.  Item 9.B.
Other Information. None.  Item 9.C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. Not Applicable.  67




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PART III.  Item 10.
Directors, Executive Officers and Corporate Governance. Our current directors and executive officer are as follows:  Name

Age1


TitleCharles Cassel


58


Director, Chief Executive Officer and Chief Financial OfficerJonathan Binder


59


Director and ChairmanFaisal Ghori


39


Chief Operating OfficerIrakli Gilauri


45


DirectorPeter Tropper


70


DirectorSalman Alam


39


Director Charles Cassel has been our Director since April 13, 2021 and Chief Executive Officer and Chief Financial Officer
since July 20, 2021. Mr. Cassel is the co-Founder and Chief Executive Officer of CIM. Mr. Cassel is responsible for the risk management for CIMs investment strategies, the day-to-day operations of CIM and all non-equity portfolio management initiatives, and also serves as the Chief Compliance Officer.
Before co-founding Consilium, Mr. Cassel held the position as Head of Emerging Markets Portfolio Management at Standard Asset Management. Prior to that, Mr. Cassel was at Americas Trust Bank as an
Emerging Market debt portfolio manager and was earlier the Chief Financial Officer for the US subsidiary of Banco Cafetero de Colombia, where, among other responsibilities, he ran the banks international treasury book. Earlier, he was a
Portfolio Manager of mortgage-backed securities at Bank Atlantic, a federally chartered savings bank. From 2014 to 2017, Mr. Cassel served as a director of Panache Beverages, Inc. Mr. Cassel holds a B.A. in Economics from
Washington & Lee University and a M.Acc. in Accounting from Nova Southeastern University. Additionally, he is a CFA charter holder and a member of the CFA Institute. We believe Mr. Cassels qualifications to serve on our board of
directors include his extensive investment experience as well as his experience developing operating and financing strategies alongside management. Jonathan Binder has been our Director since April 13, 2021 and Chairman since July 20, 2021. Mr. Binder is the co-Founder of CIM and Chief Investment Officer and Portfolio Manager for CIMs Frontier Equity and Extended Opportunities Fund Strategies. Prior to co-founding Consilium,
Mr. Binder spent four years at Standard Asset Management, a division of the Standard Bank Group of South Africa, as Chief Investment Officer. Mr. Binder had previously spent two years at Americas Trust Bank where he was an Emerging Market
equity hedge fund portfolio manager. Prior to this, Mr. Binder was Managing Director of Latin American Equity Capital Markets at Deutsche Morgan Grenfell and before that, launched James Capels equity sales trading and research business in
Latin America. He graduated from the University of Bristol, England, with a B.Sc. (Econ) joint honors degree in Economics and Politics. Mr. Binder is an alumnus of Eton College. We believe Mr. Binders qualifications to serve on our
board of directors include his extensive investment experience as well as his experience in emerging markets. Faisal Ghori has been our Chief
Operating Officer since July 20, 2021. Mr. Ghori is Director of Research of CIM. Prior to joining CIM, Mr. Ghori was a senior investment professional at Wasatch Global Investors where he invested across Emerging Markets and Frontier
Growth Markets. He was a senior investment professional at Aldrich Capital Partners (previously known as Tipton Equity), a growth equity firm focused on high-growth technology companies. Earlier, he was an investment professional at Ashmore
(previously known as Emerging Markets Management), a specialist Emerging Markets investment manager where he led investments across Frontier Growth Markets. He began his career as a technology investment banker at Merrill Lynch. Mr. Ghori
received a BA from the University of California, Berkeley, and an MBA from the Kellogg School of Management, Northwestern University. He has additionally completed graduate coursework at the School of Foreign Service, Georgetown University. He is a
term member of the Council on Foreign Relations.  1
NTD: Ages to be confirmed by company.  68




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Irakli Gilauri has served as a director since January 2022. Mr. Gilauri is the Chief Executive
Officer and Chairman of Georgia Capital. Irakli Gilauri formerly served as the Chief Executive Officer of BGEO Group from 2011 to May 2018. He joined as CFO of Bank of Georgia in 2004 and was appointed as Chairman of the Bank in September 2015,
having previously served as Chief Executive Officer of the Bank since May 2006. Prior to that time, he was an EBRD (European Bank for Reconstruction and Development) banker. Mr Gilauri has up to 20 years of experience in banking, investment and
finance. He served as Director of Georgia Healthcare Group PLC (now Georgia Healthcare Group Limited) from August 2015. Mr. Gilauri also sits on the Supervisory Board of JSC Georgia Capital. Mr. Gilauri received his undergraduate degree in
Business Studies, Economics and Finance from the University of Limerick, Ireland, in 1998. He was later awarded the Chevening Scholarship, granted by the British Council, to study at the Cass Business School of City University, London, where he
obtained his MSc in Banking and International Finance. We believe Mr. Gilauris qualifications to serve on our board of directors include his extensive knowledge and experience in the finance industry and experience serving as an executive
and director. Peter Tropper has served as a director since January 2022. Mr. Tropper has been the Managing Member of Peter Tropper LLC since
February 2014. He was a Senior Advisor to the Global Private Capital Association (previously known as the Emerging Markets Private Equity Association) and chair of the Frontier Markets Council. He has been appointed to numerous private equity fund
advisor committees, and is a lecturer at the Wharton School, University of Pennsylvania. Previously, he was the Chief Investment Officer in IFCs Private Equity Group. In this role, Mr. Tropper ran IFCs program for funds that invest
in small and medium enterprises and frontier markets. Prior to 2001, he was the HQ anchor for the supervision work of IFCs South Asia Department. Until September 1999, Mr. Tropper served in IFCs Latin America and
Caribbean Department, where he was responsible for identifying and structuring IFCs investments in the financial sector in the Caribbean and Chile, and for recommending investment strategies that contribute to the development of the
regions capital markets. Mr. Tropper also served as the first head of IFCs Emerging Markets Data Base unit, which has since been sold to Standard & Poors. Mr. Tropper joined IFC in 1984, after several years as
Deputy Director of the Northeast- Midwest Institute in Washington, D.C. Mr. Tropper has a B.A. from Yale University, an MBA from the University of Maryland, and a Masters in International Affairs from the Johns Hopkins University School
of Advanced International Studies (SAIS). We believe Mr. Troppers qualifications to serve on our board of directors include his extensive experience in emerging markets and his investment experience. Salman Alam has served as a director since January 2022. Mr. Alam is Vice President, Legal, at Western Digital Corporation, a leading provider of
data storage technologies, where he has been responsible for worldwide product development and go-to-market technology legal issues since 2016. With nearly 15 years of
legal experience in the corporate legal sector, he also serves as a principal counsel for the flash technology and consumer products business unit, dealing with emerging product regulatory issues within the data ecosystem in markets across the
world, including South Asia and the ASEAN region, where he has significant cross-border transactional experience. Mr. Alam also previously served in roles of increasing responsibility at Western Digital, including Sr. Director, Assistant
General Counsel, from 2016 to 2021, Director, Associate General Counsel from 2015 to 2016, Director, Senior Legal Counsel from 2013 to 2015, and Senior Counsel from 2013 to 2013. Prior to Western Digital, Mr. Alam has served as a legal
executive to technology startups focused on mobile, web, and advertising business models, as well as a corporate transactional attorney at Newmeyer & Dillion, LLP, where he represented emerging and established companies in corporate
transactions, M&A, capital markets, and corporate governance matters. Mr. Alam received a B.A. from the University of California, Berkeley, with two majors in South & Southeast Asian Studies (high honors) and Economics, and minors
in Business Administration (Haas School of Business) and Philosophy, respectively. He also received a law degree from the University of California, Hastings. He has additionally completed coursework in the executive education program at Columbia
Business School. We believe Mr. Alams qualifications to serve on our board of directors include his extensive experience in legal and governance matters and experience with technology companies. Director Independence Nasdaq listing standards require
that a majority of our board of directors be independent within one year of our initial public offering. An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any
other individual having a relationship which in the opinion of the companys board of directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. We have three
independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our board has determined that each of Irakli Gilauri, Peter Tropper and Salman Alam is an independent director under applicable SEC rules and the
Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present.  69




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Number, Terms of Office and Election of Officers and Director Our board of directors consists of five members. Prior to our initial business combination, holders of our founder shares have the right to appoint all of our
directors and remove members of the board of directors for any reason, and holders of our ordinary shares will not have the 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 the holders of a majority of at least 90% of our ordinary shares attending and voting in person or by proxy in a general meeting. Each of our directors will hold office
for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and
voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our
board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our
officers may consist of a Chairman, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of
directors. 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, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in
connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing
rule 5615(b)(1). Each committee operates under a charter approved by our board of directors and has the composition and responsibilities described below. Each committee charter is available on our website. Audit Committee The members of our audit
committee are Irakli Gilauri, Peter Tropper and Salman Alam. Irakli Gilauri serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Peter Tropper qualifies as
an audit committee financial expert as defined in applicable SEC rules and has accounting or related financial management expertise. Our
audit committee charter details the purpose and 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 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 independent
registered public accounting firm has with us in order to evaluate their continued independence;  

setting clear hiring policies for employees or former employees of the independent registered public accounting
firm;  

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;  70




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##### Table of Contents



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 audit 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 Item 7. 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 The members of our
compensation committee are Peter Tropper and Salman Alam. Peter Tropper serves as chair of the compensation committee. The compensation committee charter details the purpose and responsibility 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;  

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. 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 The
members of our nominating and corporate governance committee are Peter Tropper and Salman Alam. Salman Alam serves as chair of the nominating and corporate governance committee. The corporate governance committee charter 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 of directors, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors;  71




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

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. Delinquent Section 16(a) Reports Section 16(a)
of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of such forms, we
believe that as of March 31, 2022 there were no delinquent filers, with the following exception: Faisal Ghori failed to file a Form 3 on the effective date of the registration statement first registering our securities under Section 12 of
the Exchange Act and instead such form was filed January 19, 2022. Code of Ethics We have adopted a code of ethics and business conduct (our code of ethics) applicable to our directors, officers and employees. We have filed a
copy of our code of ethics as an exhibit to this Annual Report. We have also posted a copy of our code of ethics and the charters of our audit committee, compensation committee and nominating and corporate governance committee on our website at
www.cimspac.com under Investor RelationsGovernance Documents. 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 are able to review these documents by accessing our public filings at the SECs web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to
disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K. Conflicts of Interest Under Cayman Islands law,
directors and officers owe the following fiduciary duties:  

duty to act in good faith in what the director or officer believes to be in the best interests of the company as
a whole;  

duty to exercise authority for the purpose for which it is conferred;  

duty to not improperly fetter the exercise of future discretion;  

duty to exercise powers fairly as between different classes of shareholders;  

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  

duty to exercise independent judgment.  72




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In addition to the above, directors also owe a duty of care and skill, 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 which that director has. 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 at the expense of the company. However, in some instances what would otherwise be a breach of
this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or
alternatively by shareholder approval at general meetings. Our team, in their capacities as directors, officers or employees of our sponsor or its
affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such
opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Certain members of our
team have fiduciary and contractual duties to Consilium and to certain companies in which Consilium has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be
precluded from pursuing such opportunities. None of the members of our team who are also employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become
aware, subject to his or her fiduciary duties under Cayman Islands law. Our sponsor and members of our team are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in
connection with their initial business combinations, prior to us completing our initial business combination, and certain of them expect to do so in the future. Any such involvement may result in conflicts of interests as described above. Our directors and officers presently have, 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, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all. 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.
In addition our amended and restated articles of association contains provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a
consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity. Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have
conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See Item 1A. Risk Factors  Risks Relating to Our
Management Team Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have
conflicts of interest in determining to which entity a particular business opportunity should be presented. In addition, our sponsor, its members,
our officers or our directors or their respective affiliates may be investors, or have other direct or indirect interests, in a business with which we may enter into a business combination agreement and/or in certain funds or other persons that may
have purchased shares in our initial public offering or that may otherwise purchase our ordinary shares in the public market. We do not believe, however,
that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination.  73




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Potential investors should also be aware of the following potential conflicts of interest:  

None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may
have conflicts of interest in allocating his or her time among various business activities.  

In the course of their other business activities, our directors and officers may become aware of investment and
business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should
be presented.  

Pursuant to a letter agreement entered into with us, our initial shareholders, directors and officers have agreed
to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption
rights with respect to their founder shares if we fail to consummate our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) after the closing of our initial public offering. However, if
our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial
business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to
fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, pursuant to such letter agreement, our initial shareholders, directors and officers have agreed not to transfer,
assign or sell and of their founder shares until the earlier of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination (x) if the last reported sale price of our
ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders
having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or
saleable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and our team may directly or indirectly own ordinary shares, rights and warrants following our initial public offering, our directors
and officers 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 directors and officers may negotiate employment or consulting agreements with a target business in connection
with a particular business combination. 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 to proceed with a
particular business combination.  

Our directors and officers may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. The conflicts described above may not be resolved in our favor. Accordingly, as a result of multiple business affiliations, our directors, officers and director nominees have similar legal obligations relating to
presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our directors, officers and director nominees currently have fiduciary duties or contractual obligations:  74




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##### Table of Contents

Individual

Entity

Entitys Business

AffiliationCharles Cassel

Consilium Investment Management, LLC(1)

Investment management company

Co-FounderJonathan Binder

Consilium Investment Management, LLC(1)

Investment management company

Co-FounderFaisal Ghori

Consilium Investment Management, LLC(1)

Investment management company

Director of ResearchIrakli Gilauri

Georgia Capital PLC(1)

Holding Company

Chairman and CEOPeter Tropper

Peter Tropper LLC

Private Equity Fund Formation and Governance Advisor

Managing MemberSalman Alam

Western Digital Corporation

Data Storage

Vice President, Legal   (1)
Includes certain other affiliates and portfolio companies Accordingly, if any of the above directors or officers become aware of a business combination opportunity which is suitable for any of the above entities 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, and only present it to us if such entity
rejects the opportunity, subject to his or her 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. In addition our amended
and restated articles of association contains provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons
becoming aware of any business opportunity or failing to present such business opportunity. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue
business combination opportunities or complete our initial business combination. We are not prohibited from pursuing an initial business combination with
a company that is affiliated with our sponsor, directors or officers. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. Unless we complete our initial business
combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company from a financial point of view. In addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although
our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsors motivation to complete an
initial business combination. In the event that we submit our initial business combination to our public shareholders for a vote, our initial
shareholders, directors and officers have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares (and their permitted transferees will agree) and public shares held by them in favor of our initial
business combination.  75




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##### Table of Contents

Item 11.
Executive Compensation. None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed
on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, directors and officers,
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 by us to our sponsor, directors, officers or our or any of their affiliates.
In August 2021, our sponsor transferred 50,000 founder shares to each of Irakli Gilauri, Peter Tropper and Salman Alam, our independent directors, at their original per-share purchase price. After the completion of our initial business combination, directors or members of our team who remain with us may be paid consulting, management or other
compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed
business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation
to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any
such employment or consulting arrangements may influence our managements motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial
business combination should be a determining factor in our decision to proceed with any potential business combination.  76




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Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2022, with
respect to our ordinary shares held 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 directors and officers; and  

all our directors and officers 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 ordinary shares
beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these are not exercisable within 60 days of March 31, 2022.  Class A Ordinary Shares


Class B Ordinary SharesName and Address of Beneficial Owner(1)

BeneficiallyOwned


ApproximatePercentageof Class


BeneficiallyOwned(2)


ApproximatePercentageof ClassConsilium Acquisition Sponsor I LLC (our sponsor)(3)










4,593,750



96.8
%Charles Cassel(3)










4,593,750



96.8
%Jonathan Binder(3)










4,593,750



96.8
%Faisal Ghori














Irakli Gilauri










50,000



*Peter Tropper










50,000



*Salman Alam










50,000



*All director and officers as a group (6 individuals)










4,743,750



100.0
%Space Summit Capital LLC(4)


1,044,800



5.5
%






Saba Capital Management, L.P.(5)


1,050,000



5.5
%






   *
Less than one percent. (1)
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Consilium
Acquisition Corp I, Ltd., 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. (2)
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary
shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment. (3)
Consilium Acquisition Sponsor I LLC, our sponsor, is the record holder of the Class B ordinary shares
reported herein. The manager of our sponsor is Consilium Investment Capital, Inc., which is owned and controlled by Charles Cassel and Jonathan Binder. By virtue of their shared control over the manager of our sponsor, Mr. Cassel and
Mr. Binder may be deemed to beneficially own shares held by our sponsor. (4)
Shares beneficially owned are based on Schedule 13G filed with the SEC on January 19, 2021, by Space
Summit Capital LLC, a Delaware limited liability (the Reporting Person) with respect to the Class A ordinary shares directly owned by it. As of the date thereof, the Reporting Person may be deemed to be the beneficial owner of the
1,044,800 Class A ordinary shares. The address of the shareholder, as reported in the Schedule 13G is 15455 Albright Street, Pacific Palisades, CA 90272. (5)
Shares beneficially owned are based on Schedule 13G filed with the SEC on January 21, 2021, by Saba
Capital Management, L.P., a Delaware limited partnership (Saba Capital), Saba Capital Management GP, LLC, a Delaware limited liability company (Saba GP), and Mr. Boaz R. Weinstein, which information has not been
independently confirmed. Each of Saba Capital, Saba GP and Mr. Weinstein has shared voting and dispositive power with respect to 1,050,000 Class A ordinary shares. The address of the shareholder, as reported in the Schedule 13G is 405
Lexington Avenue, 58th Floor, New York, New York 10174.  77




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Our initial shareholders beneficially own approximately 20.0% of the issued and outstanding ordinary shares
and have the right to elect all of our directors prior to our initial business combination as a result of holding all of the founder shares. Holders of our public shares will not have the right to appoint any directors to our board of directors
prior to our initial business combination. In addition, because of their 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.  Item 13.
Certain Relationships and Related Transactions, and Director Independence. Founder Shares On July 1, 2021, our sponsor paid
$25,000 to cover certain of our offering and formation costs in exchange for the issuance of 4,743,750 founder shares to our sponsor, or approximately $0.006 per share. In August 2021, our sponsor transferred 50,000 founder shares to each of Irakli
Gilauri, Peter Tropper and Salman Alam, our independent directors. On January 12, 2022, we effected a share capitalization with respect to the founder shares of 431,250 shares, resulting in our initial shareholders holding an aggregate of
4,743,750 founder shares. Our initial shareholders collectively own 20% of our issued and outstanding shares. All share and per-share amounts have been retroactively restated to reflect the share surrender.
Pursuant to the exercise of the underwriters over-allotment option in full, no founder shares are subject to forfeiture. With certain limited
exceptions, pursuant to a letter agreement entered into with us, our initial shareholders, directors and officers have agreed not to transfer, assign or sell and of their founder shares (except to our directors and officers and other persons or
entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of: (A) one year after the completion of our initial business combination; and (B) subsequent to our initial business
combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Substantially concurrently
with the closing of our initial public offering, we completed the private sale of 7,942,500 private placement warrants at a purchase price of $1.00 per private placement warrant, to our sponsor, generating gross proceeds of $7,942,500. Each private
placement warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the private placement warrants were added to the net proceeds
from our initial public offering held in the trust account. If we do not complete an initial public combination with the combination period, the proceeds from the sale of the private placement warrants will be used to fund the redemption of the
public shares (subject to the requirements of applicable law), and the private placement warrants will expire worthless. Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of working capital loans (and any Class A
ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of the working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to
a registration rights agreement signed prior to the effective date of the initial public offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities
pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In
addition, the holders will be entitled to 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.  78




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##### Table of Contents

Related Party Notes In order to finance transaction costs in connection with a business combination, the sponsor, an affiliate of the sponsor, or certain of our officers and
directors or their affiliates may, but are not obligated to, loan us funds as may be required (working capital loans). The working capital loans would either be repaid upon consummation of a business combination, without interest, or, at
the lenders discretion, up to $2,000,000 of such working capital loans may be convertible into warrants, at a price of $1.00 per warrant, of the post business combination entity. If we complete a business combination, we would repay the
working capital loans out of the proceeds of the trust account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, we may use
a portion of proceeds held outside the trust account to repay the working capital loans but no proceeds held in the trust account would be used to repay the working capital loans. The warrants would be identical to the private placement warrants. As
of December 31, 2021, no amounts were outstanding under the working capital loans. Administrative Services Agreement We entered into a support services agreement, commencing on the effective date of the initial public offering, pursuant to which we will pay our sponsor a
total of $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.  Item 14.
Principal Accounting Fees and Services. Fees for professional services provided by our independent registered public accounting firm for the last two fiscal years include:  For the Yearended December 31,2021


For the Yearended December 31,2020Audit Fees(1)

$
150,000


$
Audit-Related Fees(2)

$



$
Tax Fees(3)

$



$
All Other Fees(4)

$



$
Total

$



$
  (1)
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 our independent registered public accounting firm in connection with statutory and regulatory filings. (2)
Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are
reasonably related to performance of the audit or review of our year-end financial statements and are not reported under Audit Fees. These services include attest services that are not required by
statute or regulation and consultation concerning financial accounting and reporting standards. (3)
Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning
and tax advice. (4)
All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence
services related potential business combination. Policy on Board Pre-Approval of Audit and
Permissible Non-Audit Services of the Independent Auditors The audit committee is responsible for appointing,
setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and
permitted non-audit services to be provided by the independent auditors as provided under the audit committee charter.  79




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##### Table of Contents

PART IV.  Item 15.
Exhibits, Financial Statement Schedules.  (a)
The following documents are filed as part of this Annual Report on Form
10-K: Financial Statements: See Item 8. Index to Financial Statements and Supplementary Data herein.  (b)
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.  No.

Description of Exhibit3.1(1)

Amended and Restated Memorandum and Articles of Association of the Company.4.1(1)

Warrant Agreement, dated January 12, 2022, between the Company and Continental Stock Transfer 
& Trust Company, as warrant agent.4.2(1)

Rights Agreement, dated January 12, 2022, between the Company and Continental Stock Transfer 
& Trust Company, as rights agent.4.3*

Description of the Companys securities.10.1(1)

Letter Agreement, dated January 12, 2022, among the Company, the Sponsor and the Companys officers and directors.10.2(1)

Investment Management Trust Agreement, dated January 12, 2022, between the Company and Continental Stock Transfer 
& Trust Company, as trustee.10.3(1)

Registration Rights Agreement, dated January 
12, 2022, among the Company, the Sponsor and certain other security holders.10.4(1)

Private Placement Warrants Purchase Agreement, dated January 12, 2022, between the Company and the Sponsor.10.5(1)

Support Services Agreement, dated January 12, 2022, between the Company and the Sponsor.10.6*

Indemnity Agreement, dated January 12, 2022, between the Company and Charles Cassel.10.7*

Indemnity Agreement, dated January 12, 2022, between the Company and Jonathan Binder.10.8*

Indemnity Agreement, dated January 12, 2022 between the Company and Faisal Ghori.10.9*

Indemnity Agreement, dated January 12, 2022, between the Company and Irakli Gilauri.10.10*

Indemnity Agreement, dated January 12, 2022 between the Company and Peter Topper.10.11*

Indemnity Agreement, dated January 12, 2022 between the Company and Salman Alam.14.1*

Code of Ethics and Business Conduct of Consilium Acquisition Corp I, Ltd.31.1**

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) 
and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**

Certification of Principal Executive Officer and Principal 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. **
Furnished herewith. (1)
Incorporated by reference to the Companys Current Report on Form
8-K filed on January 18, 2022. Item 16. Form 10-K Summary. None.  80




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.  CONSILIUM ACQUISITION CORP I, LTD.Date: March 31, 2022





/s/ Charles CasselBy: Charles CasselTitle Chief Executive Officer and Chief Financial Officer 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.  /s/ Charles CasselName:

Charles CasselTitle:

Chief Executive Officer and Chief Financial Officer (principal executive officer, principal financial officer and principal accounting officer)Date:

March 31, 2022/s/ Jonathan BinderName:

Jonathan BinderTitle:

Director and ChairmanDate:

March 31, 2022/s/ Faisal GhoriName:

Faisal GhoriTitle:

DirectorDate:

March 31, 2022/s/ Irakli GilauriName:

Irakli GilauriTitle:

DirectorDate:

March 31, 2022/s/ Peter TropperName:

Peter TropperTitle:

DirectorDate:

March 31, 2022/s/ Salman AlamName:

Salman AlamTitle:

DirectorDate:

March 31, 2022   81




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##### Table of Contents

CONSILIUM ACQUISITION CORP I INDEX TO FINANCIAL STATEMENTS  Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Charlotte,
 North Carolina; PCAOB ID#243)


F-2Financial Statements:Balance Sheet


F-3Statement of Operations


F-4Statement of Changes in Shareholders Deficit


F-5Statement of Cash Flows


F-6Notes to Financial Statements


F-7  i




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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Consilium Acquisitions Corp
I, Ltd. Opinion on the Financial Statements We have
audited the accompanying balance sheet of Consilium Acquisitions Corp I, Ltd. (the Company) as of December 31, 2021, the related statements of operations, changes in shareholders deficit, and cash flows for the period from
April 13, 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 April 13, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally
accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial
statements, as of December 31, 2021, the Company does not have sufficient cash and working capital to sustain its operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern.
Managements plans in regard to these matters are also described in Notes 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion. /S/ BDO USA, LLP We have served as the Companys auditor
since 2021. Charlotte, NC March 31, 2022  F-2




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##### Table of Contents

CONSILIUM ACQUISITION CORP I BALANCE SHEET  December 31,2021AssetsCurrent assets:Cash

$
20Total Current Assets


20Non-current assets:Deferred offering costs associated with the proposed public offering


842,520Total Assets

$
842,540Liabilities and Shareholders DeficitCurrent liabilities:Accrued expenses

$
49,174Accrued offering costs


690,626Promissory note  related party


126,894Total Liabilities


866,694Commitments and ContingenciesShareholders Deficit:Preferred shares, $0.0001 par value, 5,000,000 shares authorized; none issued and
outstanding


Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and
outstanding


Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,743,750 shares
issued and outstanding(1)(2)


474Additional paid-in capital


24,526Accumulated deficit


(49,154
)Total Shareholders Deficit


(24,154
)Total Liabilities and Shareholders Deficit

$
842,540   (1)
Includes up to 618,750 shares of Class B ordinary shares subject to forfeiture if the over-allotment
option is not exercised in full or in part by the underwriter (see Note 6). The underwriter exercised the over-allotment option in full on January 18, 2022. (2)
In January 2022, the Company effected a share capitalization for an additional 431,250 Class B ordinary
shares, resulting in 4,743,750 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The accompanying notes are an integral part of the financial statements.  F-3




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##### Table of Contents

CONSILIUM ACQUISITION CORP I STATEMENTS OF OPERATIONS  For the PeriodApril 13, 2021(inception)ThroughDecember 31, 2021Formation, general and administrative expenses

$
49,154Net loss

$
(49,154
)Basic and diluted weighted average shares
outstanding(1)(2)


4,125,000Basic and diluted net loss per Class B ordinary shares

$
(0.01
)   (1)
Excludes up to 618,750 shares of Class B ordinary shares subject to forfeiture if the over-allotment
option is not exercised in full or in part by the underwriter (see Note 6). The underwriter exercised the over-allotment option in full on January 18, 2022. (2)
In January 2022, the Company effected a share capitalization for an additional 431,250 Class B ordinary
shares, resulting in 4,743,750 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The accompanying notes are an integral part of the financial statements.  F-4




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##### Table of Contents

CONSILIUM ACQUISITION CORP I STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIT  Ordinary shares


AdditionalPaid-InCapital


Accumulateddeficit


TotalshareholdersdeficitNo. of
shares


AmountBalance  April 13, 2021 (inception)





$



$



$



$
Issuance of Class B ordinary shares to
Sponsor(1)(2)


4,743,750



474



24,526







25,000Net loss














(49,154
)


(49,154
)Balance  December 31, 2021


4,743,750


$
474


$
24,526


$
(49,154
)

$
(24,154
)  (1)
Includes up to 618,750 shares of Class B ordinary shares subject to forfeiture if the over-allotment
option is not exercised in full or in part by the underwriter (see Note 6). The underwriter exercised the over-allotment option in full on January 18, 2022. (2)
In January 2022, the Company effected a share capitalization for an additional 431,250 Class B ordinary
shares, resulting in 4,743,750 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The accompanying notes are an integral part of the financial statements.  F-5




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##### Table of Contents

CONSILIUM ACQUISITION CORP I STATEMENT OF CASH FLOWS  For the periodfromApril 13,2021 (inception)throughDecember 31,2021Cash flow from operating activities:Net loss

$
(49,154
)Changes in operating assets and liabilitiesAccrued expenses


49,174Net cash provided by operating activities


20Net Change in Cash


20Cash  Beginning of the period


Cash  End of the period

$
20Supplemental disclosure of non-cash financing
activities:Deferred offering costs included in accrued offering costs

$
690,625Offering costs paid by Sponsor under promissory note  related party

$
126,894Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary
shares

$
25,000 The accompanying notes are an integral part of the financial statements.  F-6




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##### Table of Contents

CONSILUM ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS NOTE 1
 ORGANIZATION AND BUSINESS BACKGROUND Organization and General Consilium Acquisition Corp. (the Company) is a blank check company incorporated in the Cayman Islands as an exempted company on
April 13, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not
yet identified (Business Combination). The Company is not limited to a particular industry or geographic location for
purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception)
through December 31, 2021 relates to the Companys formation and the proposed initial public offering (Initial Public Offering), which is described below. The Company will not generate any operating revenues until after the
completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has
selected December 31 as its fiscal year end. Financing On January 18, 2022, the Company consummated its Initial Public Offering of 18,975,000 units (the Units), including the
issuance of 2,475,000 Units as a result of the underwriters exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an Ordinary Share), one right to
acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary
Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000. Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private
placement warrants (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant, to the Companys sponsor, Consilium Acquisition Sponsor I, LLC (the Sponsor), generating gross proceeds to
the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering 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. A total of $2,250,000 was
deposited to the Companys operating account and a total of $191,647,500, comprised of a portion of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A.,
maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the
trust account will not be released from the trust account until the earliest to occur of: (1) the Companys completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a
shareholder vote to amend the Companys amended and restated memorandum and articles of association (A) to modify the substance or timing of the Companys obligation to allow redemption in connection with its initial business
combination or to redeem 100% of the Companys public shares if the Company does not complete its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO or
(B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of the Companys public shares if the Company
has not completed its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO, subject to applicable law.  F-7




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##### Table of Contents

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. Going Concern
Consideration As of December 31, 2021, the Company had $20 in cash and a working capital deficiency of $866,674. The Company
has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Companys ability to continue as a going concern for a period of time within
one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Initial Public Offering as discussed in Note 3. There is no assurance that the Companys plans to raise capital or to
consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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, close of the Proposed Public Offering, 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  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The
accompanying audited financial statements are presented in in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC. In the opinion of
management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The
results for the period from April 13, 2021 (inception) through December 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The
Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (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 independent
registered public accounting firm 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  F-8




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##### Table of Contents

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 that 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 GAAP requires the Companys management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the
actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $20
of operating cash and no cash equivalents as of December 31, 2021. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (ASC 740). Under
the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in
the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax
authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the
position and relevant facts. There were no unrecognized tax benefits as of December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the
payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in
the Cayman Islands or the United States. As such, the Companys tax provision was zero for the period presented.  F-9




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##### Table of Contents

Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are
directly related to the Proposed Public Offering and that will be charged to shareholders equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well
as additional expenses to be incurred, will be charged to operations. Net Loss Per Ordinary Share Net loss per ordinary 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 4,125,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the
underwriter (see Note 6). 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 ordinary share is the same as basic loss per ordinary share for the period presented. 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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At
December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair value of Financial Instruments ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a
liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as
follows:  

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 calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described
above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair
value of the Companys assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.  F-10




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Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging  Contracts in Entitys Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash
conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entitys own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the
new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (early adoption is permitted effective
January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material
impact on the results of operations, financial condition, or cash flows, based on the current information. NOTE 3  INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 18,975,000 Units at a price of $10.00 per Unit. Each Unit consists of one
share of Class A ordinary shares, one right and one-half of one warrant (Public Warrant). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A
ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.10 per Unit sold in the Initial
Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of January 18, 2022, $191,647,500 of the proceeds
from the Initial Public Offering was held in the Trust Account. NOTE 4  PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor pursuant to which the Sponsor will purchase an aggregate of 7,942,500 Private Placement
Warrants at a price of $1.00 per Private Placement Warrant, generating proceeds of $7,942,500 in the aggregate in a private placement that occurred substantially concurrently with the closing of the Initial Public Offering. Each Private Placement
Warrant is exercisable to purchase one share of ordinary shares at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the
Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to
fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. NOTE 5  RELATED PARTY TRANSACTIONS Founder
Shares In July 2021, the Sponsor purchased 4,743,750 shares of the Companys Class B ordinary shares (the Founder
Shares) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 618,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters overallotment was not exercised in full or in
part, so that the number of Founder Shares collectively represented approximately 20% of the Companys issued and outstanding shares after the Initial Public Offering. In August 2021, the Sponsor transferred 50,000 founder shares to each of the
Companys independent director nominees. The Company will account for the transfer of founder shares under ASC 718-10-15-4
and record a compensation expense upon completion of a Business Combination. The Sponsor has agreed, subject to certain limited
exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of
the Class A ordinary shares equals or exceeds $12.00 per  F-11




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share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar
transaction that results in all of the Companys shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note  Related Party In July 2021, the Sponsor issued an unsecured promissory note to the Company (the Promissory Note), pursuant to which the Company
may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021 or the consummation of the Proposed Public Offering.
As of December 31, 2021, there was $126,894 outstanding under the Promissory Note, respectively. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or
certain of the Companys officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lenders discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the
Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the
Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, no Working Capital Loans were outstanding. NOTE 6  SHAREHOLDERS EQUITY Preferred Shares  The Company is authorized to issue 5,000,000 shares of preferred shares with a par value of $0.0001 per share
with such designation, 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. ClassA Ordinary shares  The Company is authorized to issue 500,000,000 Class A ordinary shares with a
par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021, there were no Class A ordinary shares issued or outstanding. ClassB Ordinary shares  The Company is authorized to issue 50,000,000 shares of Class B ordinary shares
with a par value of $0.0001 per share. At December 31, 2021, there were 4,743,750 shares of Class B ordinary shares issued and outstanding, of which an aggregate of up to 618,750 shares were subject to forfeiture to the extent that the
underwriters over-allotment option was not exercised in full or in part, so that such shares collectively represented 20% of the Companys issued and outstanding ordinary shares after the Proposed Public Offering. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business
combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business
Combination, holders of the Class B ordinary shares will have the right to elect all of the Companys directors and may remove members of the board of directors for any reason. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination
on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in
excess of the amounts offered in the Proposed Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless
the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed  F-12




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issuance) so that the number of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked
securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to
our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Rights 
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation
of a Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Companys Amended and Restated Certificate of Incorporation with respect to
its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively
convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the
nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders
rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights
will not receive any of such funds for their rights and the rights will expire worthless. Warrants  Public Warrants may only
be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two units, they will not be able to receive or
trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Proposed Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no
obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is
current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A
ordinary shares upon exercise of a Public Warrant unless the share of Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20
business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such
registration statement and a current prospectus relating to those Class A ordinary shares until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A ordinary shares is at
the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option,
require holders of public warrants who exercise their public warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement
covering the Class A ordinary shares issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant
holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a cashless basis in
accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.  F-13




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Redemption of warrants when the price per ClassA ordinary shares
equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants:  

in whole and not in part;  

at a price of $0.01 per warrant;  

upon not less than 30 days prior written notice of redemption to each warrant holder; and  

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any
20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to
register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company
issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A
ordinary shares (with such issue price or effective issue price to be determined in good faith by the Companys board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder
Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20
trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the Market Value) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to
the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $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. The Private Placement Warrants are identical to the Public Warrants included in the Units being sold in the Proposed
Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a
Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holders option, and are non-redeemable by
the Company. NOTE 7  COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The
holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that
may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed
Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The
holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain piggy-back
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.  F-14




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Underwriter Agreement The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to
purchase up to 2,475,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 18, 2021, the date of the
Initial Public Offering. The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $3,795,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriter is entitled to a
deferred fee of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of
the underwriting agreement. NOTE 8  SUBSEQUENT EVENTS Management evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial
statements were issued. Based upon this review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as described below. On January 3, 2022, the Company and the Sponsor amended and restated the Promissory Note to extend its maturity date to the earlier of
March 31, 2022 or the consummation of the Proposed Public Offering. On January 12, 2022, the Company effected a share
capitalization of 431,250 Class B ordinary shares, resulting in the initial shareholders holding an aggregate of 4,743,750 Founder Shares. Of the 4,743,750 Class B ordinary shares outstanding, up to 618,750 shares are subject to forfeiture
to the Company by the Sponsor for no consideration to the extent that the underwriters over-allotment option is not exercised in full or in part. All share and per-share amounts have been retroactively
restated to reflect the share capitalization. On January 18, 2022, the Company consummated its initial public offering (the
IPO) of 18,975,000 units (the Units), including the issuance of 2,475,000 Units as a result of the underwriters exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the
Company, par value $0.0001 per share (an Ordinary Share), one right to acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant of the
Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 7,942,500 private placement warrants (the
Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant, to the Companys sponsor, Consilium Acquisition Sponsor I, LLC (the Sponsor), generating gross proceeds to the Company of
$7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the 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. A total of $191,647,500, comprised of a portion of
proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect
to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the
Companys completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of
association (A) to modify the substance or timing of the Companys obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Companys public shares if the Company does not complete
its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO or (B) with respect to any other provision relating to shareholders rights or pre-initial business combination activity; and (3) the redemption of the Companys public shares if the Company has not completed its initial business combination within 18 months (or 24 months if the
sponsor exercises its extension options) from the closing of the IPO, subject to applicable law.   F-15