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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  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period
from                    to Commission file number: 001-41203   SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter)    Cayman Islands

N/A(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)955 Fifth Avenue
New York, New York

10075(Address of principal executive offices)

(Zip Code) Registrants telephone number, including area code: (310)
209-7280   Securities
registered pursuant to Section 12(b) of the Act:  Title of Each Class:

Trading
Symbol(s)

Name of Each Exchange
on Which Registered:Units, each consisting of one Class Aordinary share, $0.0001 par value, andone-third of one redeemable warrant

SCRMU

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

SCRM

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

SCRMW

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

☐

Accelerated filer

☐Non-accelerated filer

☒

Smaller reporting company

☐Emerging growth company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes  ☒    No  ☐ The registrant was not a public company at June 30,
2021, the last business day of the most recently completed second fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting shareholders equity held by non-affiliates at such date. The registrants units begin trading on The Nasdaq Global Market (Nasdaq) on January 6, 2022 and the registrants Class A ordinary shares and warrants
began trading on Nasdaq on February 28, 2022. As of March 28, 2022, there were 75,000,000 Class A ordinary shares, par value $0.0001,
issued and outstanding, and 18,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.




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TABLE OF CONTENTS  Cautionary Note Regarding Forward-Looking
Statements


iiPART I




1Item 1.

Business


1Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


46Item 2.

Properties


46Item 3.

Legal Proceedings


46Item 4.

Safety Disclosures


46PART II




47Item 5.

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


47Item 6.

Reserved


48Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations


48Item 7A.

Quantitative and Qualitative Disclosures about Market Risk


55Item 8.

Financial Statements and Supplementary Data


55Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


55Item 9A.

Controls and Procedures


55Item 9B.

Other Information


56Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections


56PART III




57Item 10.

Directors, Executive Officers and Corporate Governance


57Item 11.

Executive Compensation


66Item 12.

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


67Item 13.

Certain Relationships and Related Transactions, and Director Independence


68Item 14.

Principal Accounting Fees and Services


69PART IV




70Item 15.

Exhibits, Financial Statement Schedules


70  i




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (this Form
10-K) may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our
management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, might,
plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:  

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

our ability to complete our initial business combination;  

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

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

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

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

our pool of prospective target businesses;  

the adverse impacts of the COVID-19 outbreak and other events (such as
terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on our ability to consummate an initial business combination;  

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

our public securities potential liquidity and trading;  

the lack of a market for our securities;  

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

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

our financial performance. The forward-looking statements contained in this 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, those factors described under the section of this Form 10-K entitled Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.  ii




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PART I References in this report to we, us or the Company refer to Screaming Eagle Acquisition Corp. References to our
management or our management team refer to our officers and directors. References to our initial shareholders are to the holders of our Founder Shares prior to our initial public offering.  Item 1.
Business. Introduction 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 (the business combination). We have
neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act) because we have no operations
and nominal assets consisting almost entirely of cash. Our efforts to identify a prospective initial business combination target will not be limited to a
particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and combine with a business or
businesses that can benefit from our management teams established global relationships and operating experience. Our amended and restated memorandum and articles of association (as may be amended or restated, the amended and restated
memorandum and articles of association) prohibit us from effectuating a business combination solely with another blank check company or similar company with nominal operations. On January 10, 2022, we consummated our initial public offering (the initial public offering) of 75,000,000 units (the units).
Each unit consists of one of the Companys Class A ordinary shares, par value $0.0001 per share (the Class A ordinary shares) and one-third of one redeemable warrant (the
public warrants), with each public warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $750,000,000. Simultaneously with the consummation of the initial public offering, we completed the private sale (the private placement) of an aggregate of
11,733,333 warrants (the private placement warrants and, together with the public warrants, the warrants) to Eagle Equity Partners V, LLC (the Sponsor) at a purchase price of $1.50 per private placement warrant,
generating gross proceeds of $17,600,000. Prior to the consummation of the initial public offering, on November 5, 2021, the Sponsor paid an
aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 of the Companys Class B ordinary shares, par value $0.001 per share (the Founder Shares). On December 13,
2021, the Company effected a share recapitalization with respect to the Founder Shares whereby the Company issued one and one-quarter Founder Shares in respect of each outstanding Founder Share, resulting in
the Sponsor owning 21,562,500 Founder Shares. The Founder Shares included an aggregate of up to 2,812,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters over-allotment was not exercised in full or in part, so
that the number of Founder Shares would collectively represent 20% of the Companys issued and outstanding shares upon the completion of the initial public offering. The underwriters had 45 days from the date of the initial public offering
to exercise their over-allotment option. On February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares. A total of $750,000,000, comprised of $735,000,000 of the proceeds from the initial public offering (which amount includes $26,250,000 of the
underwriters deferred discount) and $15,000,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account (the trust account) at J.P. Morgan Chase Bank, N.A., maintained by Continental
Stock Transfer & Trust Company, acting as trustee. The funds held in the trust account are invested 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 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.  1




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The Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax
filing requirements in the Cayman Islands or the United States. Effecting Our Initial Business Combination General We are not presently engaged in, and we
will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in the trust account, the proceeds of the sale of our shares in connection with our initial business
combination (including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are
used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may 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 may need to obtain additional financing to complete our initial business combination, either because the transaction requires
more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities
or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or
understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. Selection of a Target Business and Structuring of Our Initial Business Combination The rules of The Nasdaq Global Market (Nasdaq) require that we must complete one or more business combinations having an aggregate fair market
value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the
fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain
an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. (FINRA), or another independent entity that commonly renders valuation opinions with respect to the
satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar
or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be
approved by a majority of our independent directors.  2




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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 equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less
than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on
valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaqs 80% fair market value test. If the initial business combination involves more than one target business,
the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test. We believe the following
general criteria and guidelines are important in evaluating prospective target businesses, but we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.  

Targets That Can Benefit from Our Management Teams Relationships and Experience. Our efforts
to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to
capitalize on the ability of our management team to identify and combine with a business or businesses that can benefit from our management teams established global relationships and operating experience. Our management team has extensive
experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. We believe our managements significant operating and deal-making experience and relationships will give us a number of
competitive advantages and will present us with a substantial number of potential business combination targets. The factors we will consider include growth prospects, competitive dynamics, opportunities for consolidation and need for capital
investment.  

High-Growth Industries and Markets. We will seek out opportunities in sectors and industries that
have experienced and continue to experience high growth, as well as in faster-growing segments of developed markets and emerging international markets. Our management has extensive experience operating media businesses and leading transactions in
international markets.  

Business with Revenue and/or Earnings Growth Potential. We will seek to acquire one or more
businesses that have multiple, diverse potential drivers of revenue and/or earnings growth.  

Companies with Potential for Free Cash Flow Generation. We will seek to acquire one or more
businesses that have the potential to generate strong and stable free cash flow now or in the future. These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem
relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission
(SEC). In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made
available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.  3




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The time required to select and evaluate a target business and to structure and complete our initial
business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination. The company will not pay any consulting
fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or
completing the business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated (as
defined in our amended and restated memorandum and articles of association) with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is
a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our Company from a financial point of view. Members of our management team indirectly own Founder Shares and/or private placement warrants and, accordingly, may have a conflict of interest in
determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their
fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any
duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being
offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or
contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our
Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any
such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our
initial business combination. Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our
initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder
approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC
rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company 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 require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaqs
shareholder approval rules.  4




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The requirement that we provide our public shareholders with the opportunity to redeem their public shares
by one of the two methods listed above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such
provisions may be amended if approved by a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general
meeting of the company, so long as we offer redemption in connection with such amendment. If we provide our public shareholders with the opportunity to
redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:  

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

file proxy materials with the SEC. In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide
our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval,
we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and are voted
at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by
proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, private placement shares and any public shares purchased
during or after the initial public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. However, if our initial business combination is structured as a statutory merger or consolidation
with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares
which are represented in person or by proxy and are voted at a general meeting of the company. These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our
initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general
meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or
other legal reasons, we will:  

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

file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.  5




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In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open
for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will
withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we
elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open
market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their shares to
our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials,
this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder
seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or
tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative
cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. 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 our initial business
combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less taxes payable, divided by the number of
then outstanding public shares, subject to the limitations and on the conditions described herein and in the registration statement relating to the initial public offering. 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. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. The Sponsor, our
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any public shares held by them in connection with the completion of our
initial business combination. Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners,
(ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial
business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans,
advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the initial public offering, in order to,
among other reasons, satisfy such net tangible assets or minimum cash requirements.  6




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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in
connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or
in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such
transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None
of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that
such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the
time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such
purchasers are subject to such reporting requirements. The purpose of any such purchases of shares could be to vote such shares in favor of the initial
business combination and thereby increase the likelihood of obtaining shareholder approval of the 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. Any such purchases of our securities may result in the completion of our initial business combination that may
not otherwise have been possible. In addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may
make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 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 more than an aggregate of 15% of the shares sold in the initial public offering without our prior consent. We believe the restriction described above will discourage
shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current
market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the initial public offering could threaten to exercise its redemption rights against a business
combination if such holders shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to 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 all
shares held by those shareholders that hold more than 15% of the shares sold in the initial public offering) for or against our initial business combination.  7




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Redemption of Public Shares and Liquidation if No Initial Business Combination Our amended and restated memorandum and articles of association provide that we will have only (i) 24 months from the closing of the initial public offering in
which we must complete an initial business combination, or by January 10, 2024; or (ii) 27 months from the closing of the initial public offering if we have executed a definitive agreement for our initial business combination within twenty-four
months from the closing of the initial public offering, or by April 10, 2024, (the completion window) to complete our initial business combination. If we are unable to complete our initial business combination within the completion
window, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund
our working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely
extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window. Our Sponsor, officers and directors 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 any Founder Shares held by them if we fail to complete our initial business combination within the completion window. However, if our Sponsor or management team acquire public shares in or after the initial
public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window. Our Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less taxes payable, divided by the number of then
outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public
shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. Competition In identifying, evaluating and
selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through
affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent
limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us
for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.  8




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Employees and Human Capital Resources We currently have three executive officers: Harry E. Sloan, Eli Baker, and Ryan OConnor. These individuals are not obligated to devote any specific
number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on
whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business
combination. Periodic Reporting and Financial Information We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The SEC maintains an Internet website that
contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SECs Internet website is located at www.sec.gov. In addition, the Company will provide copies of these
documents without charge upon request from us in writing at 955 Fifth Avenue, New York, NY 10075 or by telephone at (310) 209-7280. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer
documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United
States of America (GAAP) or international financial reporting standards as issued by the International Accounting Standards Board (IFRS), depending on the circumstances, and the historical financial statements may be required
to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial
business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business
will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of
potential business combination candidates, we do not believe that this limitation will be material. We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we
be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such
entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. We are a
Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we
have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the
undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or
appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or
other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.  9




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We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as
modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our
securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least
$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds
$700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.  Item 1A.
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 Form 10-K, before making a decision to invest in our units. 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. Risk
Factor Summary  

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

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

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

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.  

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

The requirement that we complete our initial business combination within the completion window 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.  

The financial statements may not reflect the Companys financial condition and cash flow as a result of
Russias military action against Ukraine.  10




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

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 recent coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist legislation in our target markets.  

If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A
ordinary shares or public warrants.  

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

You will not be entitled to protections normally afforded to investors of many other blank check companies.  

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 completion window, our public shareholders may receive only approximately $10.00 per share, or less in
certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.  

If the net proceeds of the initial public offering and the sale of the private placement warrants not being held
in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business
combination, and we will depend on loans from our Sponsor, its affiliates or our management team to fund our search and to complete our initial business combination.  

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

We may be a passive foreign investment company, or PFIC, which could result in adverse United States
federal income tax consequences to U.S. investors. 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 initial business
combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder
approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek
shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business
combination we complete.  11




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If we seek shareholder approval of our initial business combination, our initial shareholders and
management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Our initial
shareholders owned 20% of our issued and outstanding ordinary shares immediately following the completion of the initial public offering (assuming our initial shareholders do not purchase any units in the initial public offering). Our initial
shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder
approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are
represented in person or by proxy and are voted at a general meeting of the company, including the Founder Shares. As a result, in addition to our initial shareholders Founder Shares, we would need 28,125,001, or 37.5%, of the 75,000,000
public shares sold in the initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. On February 19, 2022, the 2,812,500 Founder Shares were forfeited because the
underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares. Assuming that only one-third of our issued and outstanding ordinary shares, representing a
quorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our Founder Shares to be voted in favor of an initial business combination in order to have an initial
business combination approved. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special
resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Accordingly, if we seek
shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution,
being the requisite shareholder approval for such initial business combination. Your only opportunity to effect your investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your
investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval,
public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may
be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination
targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other
conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. 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. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater
amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of
these risks and, thus, may be reluctant to enter into a business combination transaction with us.  12




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The ability of our public shareholders to exercise redemption rights with respect to a large number of
our shares may not allow us to complete the most desirable business combination or optimize our capital structure. At the time we enter into an
agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be
submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a
portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction
to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.
Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Founder Shares results in the issuance of Class A ordinary shares on a greater than
one-to-one basis upon conversion of the Founder Shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions
payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be
reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to
complete the most desirable business combination available to us or optimize our capital structure. The ability of our public shareholders to
exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of
the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount
per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares
in the open market. The requirement that we complete our initial business combination within the completion window 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 the completion window. Consequently, such target business may obtain leverage over us in
negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will
increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.  13




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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 recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. In March 2020, the World Health Organization declared COVID-19 a global pandemic. This outbreak of COVID-19 has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that has and may continue to adversely affect 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 a business combination if continued concerns
relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target companys personnel, vendors and services providers are unavailable to negotiate and
consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among
others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, and result in protectionist sentiments and legislation in our target markets, 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. 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 in third- party
financing being unavailable on terms acceptable to us or at all. Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this Risk Factors
section, such as those related to the market for our securities and cross-border transactions. We may not be able to complete our initial business
combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate. We may not be able to find a suitable target business and complete our initial business combination within the completion window. 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 outbreak of COVID-19
continues to grow 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 outbreak of COVID-19 may negatively impact businesses
we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in
the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then
outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our amended and restated memorandum and
articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as
reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the
redemption of their shares, and our warrants will expire worthless. 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 $10.00 per public share and other risk factors herein.  14




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If we seek shareholder approval of our initial business combination, our Sponsor, initial
shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our
Class A ordinary shares or public warrants. If we seek shareholder approval of our initial business combination and we do not conduct
redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the
open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their
affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record
holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our
Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to
revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business
combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our
initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and
Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. In addition, if such purchases are made,
the public float of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our
securities on a national securities exchange. If a shareholder fails to receive notice of our offer to redeem our public shares in connection with
our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.
Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or
tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit
public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option,
either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public
shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the
event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.  15




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You will not be entitled to protections normally afforded to investors of many 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 one or more initial business combinations with a target business or businesses that have not been selected, our company may be deemed to be a blank check company under the United States securities laws. However, because we will
have net tangible assets in excess of $5 million upon the completion of the initial public offering and the sale of the private placement warrants and will file a Current Report on Form 8-K including an
audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules.
Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our respective initial business combinations than do 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 or in connection with our completion of an initial
business combination. If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender
offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association 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 the 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 consummated our initial business combination within the completion window, our public
shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive
experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or
more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net
proceeds of 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, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our
initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us
at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the completion window, our public shareholders may receive only approximately $10.00 per public
share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.  16




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If the net proceeds of the initial public offering and the sale of the private placement warrants not
being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our
initial business combination, and we will depend on loans from our Sponsor, its affiliates or our management team to fund our search and to complete our initial business combination. Of the net proceeds of the initial public offering and the sale of the private placement warrants, only $1,850,000 will be available to us initially outside
the trust account to fund our working capital requirements. We believe that, upon the closing of the initial public offering, the funds available to us outside of the trust account, together with funds available from loans from our Sponsor, its
affiliates or our management team will be sufficient to allow us to operate for at least the duration of the completion window; however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or our management team are
under no obligation to advance funds to us in such circumstances. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a
portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep target businesses from shopping around for
transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of
intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to
continue searching for, or conduct due diligence with respect to, a target business. If third parties bring claims against us, the proceeds held in
the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share. Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service
providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third
party if management believes that such third partys engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the initial
public offering will not execute agreements with us waiving such claims to the monies held in the trust account.  17




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Examples of possible instances where we may engage a third party that refuses to execute a waiver include
the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find
a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in
connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the
form of which is filed as an exhibit to this Form 10-K, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a
prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00
per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes
payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor
will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities of our company. Therefore, we cannot
assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to
less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or
directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public
share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is
unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent
directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be
reduced below $10.00 per public share. The securities in which we invested the proceeds held in the trust account could bear a negative rate of
interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share. The net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $750,000,000, are held
in an interest-bearing trust account. The proceeds held in the trust account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct
U.S. Treasury obligations. While short-term U.S. 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 of very low or negative yields, the amount of
interest income would be reduced. As described herein, we will be required in certain circumstances to redeem our public shares for their pro-rata share of the proceeds held in the trust account, plus any
interest income (less permitted withdrawals). If the balance of the trust account is reduced below $750,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders
may be reduced below $10.00 per public share.  18




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If, after we distribute the proceeds in the trust account to our public shareholders, we file a
bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may
seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or
winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be
viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek to recover some or all
amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying
public shareholders from the trust account prior to addressing the claims of creditors. If, before distributing the proceeds in the trust account
to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
may be reduced. If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to
applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. 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;  

adoption of a specific form of corporate structure; and  

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting
more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or
assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.  19




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We do not believe that our anticipated principal activities will subject us to the Investment Company Act.
To this end, the proceeds held in the trust account may only be invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in
money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather
than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. The initial public offering is not
intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our
initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any
other material provisions relating to shareholders rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of
the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be
subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not
consummated our initial business combination within the completion window, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants
will expire worthless. 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 are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond
such period before redemption from our trust account. If we are unable to consummate our initial business combination within the completion
window, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000),
less taxes payable and up to $100,000 of interest to pay dissolution expenses, will be used to fund the redemption of our public shares, as further described herein and in the registration statement relating to the initial public offering. Any
redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the
applicable provisions of the Companies Act (As Revised) of the Cayman Islands (the Companies Act). In that case, investors may be forced to wait beyond the duration of the completion window 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 we
consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to
distributions if we are unable to complete our initial business combination.  20




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Our shareholders may be held liable for claims by third parties against us to the extent of
distributions received by them upon redemption of their shares. If we are forced to enter into an insolvent liquidation, any distributions
received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a
result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby
exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors
and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and
may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands. We may not hold an annual general meeting until after
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 no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or 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. Because we are neither
limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target
businesss operations. Our efforts to identify a prospective initial business combination target will not be limited to a particular
industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can
benefit from our management teams established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of
sectors. Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any
specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target businesss operations, results of operations, cash flows, liquidity, financial condition or
prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity
lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the
risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to
investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of
their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty
owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or
material omission.  21




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We may seek business combination opportunities in industries or sectors that may be outside of our
managements areas of expertise. We will consider a business combination outside of our managements areas of expertise if a business
combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business
combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the
initial public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our managements expertise, our
managements expertise may not be directly applicable to its evaluation or operation, and the information contained in this Form 10-K regarding the areas of our managements expertise would not be
relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any holders who choose to retain their securities
following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. 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
guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In
addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any
closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business
or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business
combination within the completion window, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. We may not be required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders
valuation opinions, and consequently, you may have no assurance from an independent source that the consideration 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 (as defined in our amended and restated memorandum and articles of association) entity
or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment
banking firm which is a member of FINRA or from another independent entity that commonly renders valuation opinions that the consideration 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 proxy materials or tender
offer documents, as applicable, related to our initial business combination.  22




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We may issue additional Class A ordinary shares or preferred shares to complete our initial
business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our
shareholders and likely present other risks. Our amended and restated memorandum and articles of association authorizes the issuance of up to
400,000,000 Class A ordinary shares, par value $0.0001 per share, 80,000,000 Founder Shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. There are 325,000,000 and 61,250,000 authorized but unissued
Class A ordinary shares and Founder Shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Founder
Shares. The Founder Shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A
ordinary shares or equity- linked securities related to our initial business combination. There are no preferred shares issued and outstanding. We may
issue a substantial number of additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue
Class A ordinary shares upon conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth
therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to
(i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and
articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares:  

may significantly dilute the equity interest of investors in the initial public offering, which dilution would
increase if the anti-dilution provisions in the Founder Shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the Founder Shares;  

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

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

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

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

may not result in adjustment to the exercise price of our warrants. Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary
shares if we issue certain shares to consummate an initial business combination. The Founder Shares will automatically convert into Class A
ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the
consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business
combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.  23




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Resources could be wasted in researching business combinations that are not completed, which could
materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the
trust account that are available for distribution to public shareholders, and our warrants will expire worthless. We anticipate that the
investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for
accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an
agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which
could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the completion window, our public shareholders may receive only
approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our
Sponsor, officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our Sponsor, its
managing members, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our Sponsor, officers, directors and their respective affiliates or existing holders. Our
directors also serve as officers and/or board members for other entities. Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to
complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically
focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of
our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions regarding the
fairness to our company from a financial point of view of a business combination with an affiliate (as defined in our amended and restated memorandum and articles of association) of our Sponsor, officers or directors, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Since our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with
respect to public shares they may acquire 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 November 5, 2021, our Sponsor paid $25,000, or approximately $0.0014 per share, to cover certain of our offering and formation costs in
exchange for 17,250,000 Founder Shares. On December 13, 2021, we effected a share capitalization of 4,312,500 Founder Shares resulting in our Sponsor holding an aggregate of 21,562,500 Founder Shares. On February 19, 2022, 2,812,500
Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares. Prior to the initial investment in the company of $25,000 by the Sponsor, the company
had no assets, tangible or intangible. The 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 86,250,000 units if the underwriters over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of
the outstanding shares after the initial public offering. The Founder Shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor has committed to purchase an aggregate of 11,733,333 private placement
warrants for an aggregate purchase price of $17,600,000, or $1.50 per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and
directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may
become more acute as the expiration of the completion window nears, which is the deadline for our completion of an initial business combination.  24




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We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a
business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us. Although we have no commitments as of the date of this Form 10-K to issue any notes or other debt securities, or to
otherwise incur outstanding debt following the initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have
obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account.
Nevertheless, the incurrence of debt could have a variety of negative effects, including:  

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

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

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

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

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

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the
funds available for dividends on our Class A ordinary shares 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.  25




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We may only be able to complete 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. The net proceeds from the initial public offering and the private placement of warrants will provide us with $723,750,000 that we may use to complete our initial business combination (after taking into account the $26,250,000 of
deferred underwriting commissions being held in the trust account). We may effectuate our initial business combination with a single target
business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined
basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or
benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the
prospects for our success may be:  

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

dependent upon the development or market acceptance of a single or limited number of products, processes or
services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may
have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may
attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our
operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for
each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business
combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the
additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our
profitability and results of operations. We may 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 business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our
decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.  26




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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 our initial business combination with which a substantial majority of our shareholders do not agree. Our
amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business
combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other
conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval
of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor,
officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for
redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In order to effectuate an
initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not
seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support. In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters
and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial
business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will
require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general
meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant
agreement with respect to the private placement warrants, 50% of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the
opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights or
pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through the initial public offering registration
statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business
combination in order to effectuate our initial business combination.  27




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The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other special purpose
acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support. Our amended and restated memorandum and articles of association provide that any of its provisions related to
pre-business combination activity (including the requirement to deposit proceeds of the initial public offering and the private placement of warrants into the trust account and not release such amounts except
in specified circumstances, and to provide redemption rights to public shareholders as described herein and in the registration statement relating to the initial public offering) and corresponding provisions of the trust agreement governing the
release of funds from our trust account may be amended if approved by special resolution, under Cayman Islands law which requires the affirmative vote of at least two-thirds of our ordinary shares which are
represented in person or by proxy and are voted at a general meeting of the company. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of the initial public offering (assuming they do not
purchase any units in the initial public offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a
result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special purpose
acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of
association. Our Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination
activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less
taxes payable, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor,
officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business,
which could compel us to restructure or abandon a particular business combination. We have not selected any specific business combination target
but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price
exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you
that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the
transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general
corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of
other companies. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our
warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure
additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our
initial business combination.  28




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Our initial shareholders control a substantial interest in us and thus may exert a substantial
influence on actions requiring a shareholder vote, potentially in a manner that you do not support. Our initial shareholders own 20% of our
issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and
articles of association. In addition, prior to the closing of our initial business combination, only holders of our Founder Shares will have the right to vote to continue the Company in a jurisdiction outside the Cayman Islands (including any
special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside
the Cayman Islands). This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares which are represented in person or by proxy and are
voted at our general meeting. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. If our initial shareholders purchase any units in the initial public offering or if our initial shareholders purchase any additional Class A ordinary
shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional
securities, other than as disclosed in this Form 10-K. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary
shares. In addition, our board of directors, whose members were appointed by our Sponsor, is and will be divided into three classes, each of which will generally serve for a term for three years with only one class of directors being appointed in
each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the
completion of the business combination. If there is an annual general meeting, as a consequence of our staggered board of directors, only a minority of the board of directors will be considered for appointment and our initial
shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses. The federal proxy rules require that the proxy statement with respect to
the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in
accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business
combination. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with
our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be
required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the
Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.  29




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Risks Relating to The Post-Business Combination Company Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or
other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that
may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.
As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our
due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be
non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges
of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing
to partially finance the initial business combination or thereafter. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such shareholders are
unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to
successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business
combination targets key personnel could negatively impact the operations and profitability of our post-combination business. The role of an
acquisition candidates key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidates management team will remain
associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon
loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of
the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction
company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and
us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary
shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the companys shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the
target business.  30




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We may have a limited ability to assess the management of a prospective target business and, as a
result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target
businesss management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target businesss management, therefore, may prove to be incorrect and such management may lack the skills,
qualifications or abilities we suspected. Should the target businesss management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be
negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in
value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities
laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or
prevent us from achieving our desired results. We may seek business combination opportunities with large, highly complex companies that we
believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful
as we anticipate. To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure,
we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in
a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements,
or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the
chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. Risks Relating to Acquiring and Operating A Business in Foreign Countries If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks
that may adversely affect us. If we pursue a target company with operations or opportunities outside of the United States for our initial
business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional
risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the United States for our
initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a
foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies
operating in an international setting, including any of the following:  

costs and difficulties inherent in managing cross-border business operations;  31




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

rules and regulations regarding currency redemption;  

complex corporate withholding taxes on individuals;  

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

exchange listing and/or delisting requirements;  

tariffs and trade barriers;  

regulations related to customs and import/export matters;  

local or regional economic policies and market conditions;  

unexpected changes in regulatory requirements;  

challenges in managing and staffing international operations;  

longer payment cycles;  

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

currency fluctuations and exchange controls;  

rates of inflation;  

challenges in collecting accounts receivable;  

cultural and language differences;  

employment regulations;  

underdeveloped or unpredictable legal or regulatory systems;  

corruption;  

protection of intellectual property;  

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

regime changes and political upheaval;  

terrorist attacks, natural disasters, widespread health emergencies and wars; and  

deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination,
or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. We may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or warrant holders. We may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special
resolution under the Companies Act (with respect to which only holders of Founder Shares will be entitled to vote), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may
require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any
cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of our Class A ordinary shares or warrants after the
reincorporation.  32




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We may reincorporate in another jurisdiction in connection with our initial business combination, and
the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights. In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future
material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future
agreements could result in a significant loss of business, business opportunities or capital. We are subject to changing law and regulations
regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance. We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and
the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result
in, increased general and administrative expenses and a diversion of management time and attention from revenue- generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new
guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with
these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. If our management following our initial
business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the
target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have
to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. Exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished. In the event we acquire a non-U.S. target, all revenues and income would likely be received in a
foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by,
among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial
business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in
dollars will increase, which may make it less likely that we are able to consummate such transaction.  33




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After our initial business combination, substantially all of our assets may be located in a foreign
country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies,
developments and conditions in the country in which we operate. The economic, political and social conditions, as well as government policies, of
the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such
countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. Risks Relating to Our Management Team We are
dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate. Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends
on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and,
accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or 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 key personnel could negatively impact the operations and profitability of our
post-combination business. Our ability to successfully effect our initial business combination is dependent upon the efforts of our key
personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial
business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our
assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar
with such requirements. Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular
business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a
result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. Our key
personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would
take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of
the business combination. Such negotiations also could make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying
and selecting a target business, subject to their fiduciary duties under Cayman Islands law.  34




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Our officers and directors will allocate their time to other businesses thereby causing conflicts of
interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating
their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in
other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board
members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time
to our affairs which may have a negative impact on our ability to complete our initial business combination. Our officers and directors presently
have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and 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. Our Sponsor, its managing members, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles)
that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. Each of our officers and directors presently has, and any of them in the future
may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. 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 such other blank check companies prior to its
presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a
director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any
interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. In addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies with acquisition objectives that are
similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an
initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with
our Sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such
persons or entities may have a conflict between their interests and ours.  35




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The personal and financial interests of our directors and officers may influence their motivation in timely
identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when
determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman
Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders rights. However, we might not ultimately be successful in any claim we may make against them for such reason. We may not have sufficient funds to satisfy indemnification claims of our directors and officers. We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any
right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their
ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our
obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of
derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. Our letter agreement with
our Sponsor, officers and directors may be amended without shareholder approval. Our letter agreement with our Sponsor, officers and directors
contain provisions relating to transfer restrictions of our Founder Shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The
letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the Founder Shares for 185 days following the date of the initial public offering registration statement will
require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business
judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value
of an investment in our securities. Risks Relating to Our Securities You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your
investment, you may be forced to sell your public shares or warrants, potentially at a loss. Our public shareholders will be entitled to receive
funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem,
subject to the limitations and on the conditions described herein and in the registration statement relating to the initial public offering, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination
activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein and in the registration statement
relating to the initial public offering. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with
respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.  36




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Nasdaq may delist our securities from trading on its exchange, which could limit investors
ability to make transactions in our securities and subject us to additional trading restrictions. Our units, Class A ordinary shares and
warrants are listed on Nasdaq. Although after giving effect to the initial public offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities
will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and
share price levels. Generally, we must maintain a minimum market value of our listed securities of $50 million and a minimum number of holders of our securities (300 public holders). Additionally, in connection with our initial business
combination, we will be required to demonstrate compliance with Nasdaqs initial listing requirements, which are more rigorous than Nasdaqs continued listing requirements, in order to continue to maintain the listing of our securities on
Nasdaq. For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share the market value
of our listed securities would be required to be at least $75 million, the market value of our unrestricted publicly held shares would be required to be at least $20 million and we would be required to have a minimum of 400 round lot
holders of our securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500. We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect
our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:  

a limited availability of market quotations for our securities;  

reduced liquidity for our securities;  

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

a limited amount of news and analyst coverage; and  

a decreased ability to issue additional securities or obtain additional financing in the future. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as covered securities. Because our Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities
under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State
of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no
longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.  37




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The nominal purchase price paid by our Sponsor for the Founder Shares may significantly dilute the
implied value of your public shares in the event we consummate an initial business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the
business combination causes the trading price of our ordinary shares to materially decline. While we offered our units at an offering price of
$10.00 per unit and the amount in our trust account is $10.00 per public share, implying an initial value of $10.00 per public share, our Sponsor paid only a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately
$0.0012 per share. As a result, the value of your public shares may be significantly diluted in the event we consummate an initial business combination. For example, the following table shows the public shareholders and Sponsors
investment per share and how that compares to the implied value of one of our shares upon the consummation of our initial business combination if at that time we were valued at $750,000,000, which is the amount we would have for our initial business
combination in the trust account, no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination. At such valuation, each of our ordinary shares would have an
implied value of $8.00 per share, which is a 20% decrease as compared to the initial implied value per public share of $10.00.  Public shares


75,000,000Founder Shares


18,750,000Total shares


93,750,000Total funds in trust available for initial business combination(1)

$
750,000,000Implied value per share(1)(2)

$
8.00Public shareholders investment per
share(3)

$
10.00Sponsors investment per
share(4)

$
0.94  (1)
Does not take into account other potential impacts on our valuation at the time of the business combination,
such as the value of our public and private warrants, the trading price of our public shares, the terms of the business combination transaction (including any equity issued to or retained by, or cash or other consideration paid to, the targets
shareholder or other third parties), the business combination transaction costs (including payment of $26,250,000 of deferred underwriting commissions), or the targets business itself, including its assets, liabilities, management and
prospects. For instance, the potential dilution experienced by holders of our ordinary shares may be mitigated if the business combination agreement is structured such that the potential dilutive impact of the Founder Shares is borne by all
shareholders in the pro forma company. (2)
Note that redemptions of our public shares in connection with our initial business combination would further
reduce the implied value of our ordinary shares. For instance, in this example, if 50% of the public shares were redeemed in connection with our initial business combination, the implied value per ordinary share would be $6.67. (3)
While the public shareholders investment is in both the public shares and the public warrants, for
purposes of this table the full investment amount is ascribed to the public shares only. (4)
The Sponsors total investment in the equity of the company, inclusive of the Founder Shares and the
Sponsors $17,600,000 investment in the private placement warrants, is $17,625,000. While the implied value of our public shares
may be diluted, the implied value of $8.00 per share in the example above would represent a significant implied profit for our Sponsor relative to the initial purchase price of the Founder Shares. Our Sponsor has committed to invest an aggregate of
$17,625,000 in us in connection with the initial public offering, comprised of the $25,000 purchase price for the Founder Shares and the $17,600,000 purchase price for the private placement warrants. At $8.00 per share, the 18,750,000 Founder Shares
would have an aggregate implied value of $150,000,000. As a result, even if the trading price of our ordinary shares significantly declines (whether because of a substantial amount of redemptions of our public shares or for any other reason), our
Sponsor will stand to make significant profit on its investment in us. In addition, our Sponsor could potentially recoup its entire investment in us even if the trading price of our ordinary shares were as low as $0.94 per share and even if the
private placement warrants are worthless. As a result, our Sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares
to decline, while our public shareholders who purchased their units in the initial public offering could lose significant value in their public shares. Our Sponsor may therefore be economically incentivized to consummate an initial business
combination with a riskier, weaker-performing or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our public shareholders paid for their public shares. Because we 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.  38




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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. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against
the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is
derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of
our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands
has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have
standing to initiate a shareholders derivative action in a Federal court of the United States. We have been advised by Maples and Calder (Cayman) LLP,
our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws
of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so
far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will
recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the
sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a
fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of
the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management,
members of the board of directors or controlling shareholders than they would as public shareholders of a United States company. After our initial
business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal
securities laws or their other legal rights. It is possible that after our initial business combination, a majority of our directors and officers
will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect
service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might
be willing to pay in the future for our Class A ordinary shares and could entrench management. Our amended and restated memorandum and
articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of
directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for
our securities.  39




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Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain. Although we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring
considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to
any requisite shareholder approval, we may structure our business combination in a manner that requires shareholders and/or warrantholders to recognize gain or income for tax purposes, effect a business combination with a target company in another
jurisdiction or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrantholders to pay
taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrantholder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a
portion of the shares or warrants received. In addition, shareholders and warrantholders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination. In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business
operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related
to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by United States federal, state, local and
non-United States taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition. We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of
the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be
decreased, all without your approval. Our warrants will be issued in registered form under a warrant agreement between Continental Stock
Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective
provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Form 10-K, (ii) adjusting the
provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the
parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the
then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public
warrants if holders of at least 50% of the then outstanding public warrants approve of 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 or shares, shorten the exercise period or decrease the number of Class A ordinary
shares purchasable upon exercise of a warrant. Our warrant agreement designates the courts of the State of New York or the United States District
Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable
judicial forum for disputes with our company. Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or
claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.  40




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Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to
enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is
filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a foreign action) in the name of any holder of our warrants, such holder shall be deemed to have
consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement action), and
(y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holders ability to
bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to
one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of
operations and result in a diversion of the time and resources of our management and board of directors. We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for
share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third
trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities
Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day
redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right
even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor
at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the
outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted
transferees. Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to
effectuate our initial business combination. We issued warrants to purchase 25,000,000 of our Class A ordinary shares as part of the units
offered by the initial public offering registration statement and, simultaneously with the closing of the initial public offering, we issued in a private placement an aggregate of 11,733,333 private placement warrants, at $1.50 per warrant. In
addition, if the Sponsor makes any working capital loans, it may convert those loans into additional private placement warrants, at the price of $1.50 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the
potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the
number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
transaction or increase the cost of acquiring the target business.  41




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Because each unit contains one-third of one warrant and only a
whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies. Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be
entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to
ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination
since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more
attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. The grant of registration rights to our initial shareholders and holders of our private placement warrants 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. Our initial shareholders, the holders of our private placement warrants, and the holders of warrants that may be issued upon conversion of working capital
loans and their permitted transferees can demand that we register the Class A ordinary shares into which Founder Shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private
placement warrants, the warrants or the Class A ordinary shares issuable upon exercise of warrants that may be issued upon conversion of working capital loans, and any other securities of the company acquired by them prior to the consummation
of our initial business combination. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price
of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the
equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders,
holders of our private placement warrants or holders of our working capital loans, or their respective permitted transferees are registered. Holders of Class A ordinary shares will not be entitled to vote on the appointment of directors and certain other matters prior to our initial
business combination. As holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment
of directors until after the consummation of our initial business combination. In addition, prior to our initial business combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason.
Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination. In addition, prior to the closing of our initial business combination, only holders of Founder Shares will have the
right to vote on continuing the company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each
case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands). You will not be
permitted to exercise your warrants unless we register and qualify 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 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.  42




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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 initial public offering registration statement or a new registration statement covering the registration
under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and
to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will
be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are
not current or correct or the SEC issues a stop order. If the Class A ordinary shares issuable upon exercise of the warrants are not registered
under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with
Section 3(a)(9) of the Securities Act or another exemption. In no event will warrants be exercisable for cash or on a cashless basis, and we will
not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from
registration or qualification is available. If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of covered securities under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for
cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or
qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities 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 (other than upon a cashless
exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. You may only be able to exercise your public warrants on a cashless basis under certain circumstances, and if you do so, you will receive
fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash. The warrant agreement filed as an
exhibit to this Form 10-K provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a
cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant
agreement; (ii) if we have so elected and the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under
Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant 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 excess of the fair market
value of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The fair market value is the average reported closing price of the Class A
ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a
result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.  43




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General Risk Factors We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our
business objective. We are a recently incorporated company under the laws of the Cayman Islands with no operating results, and we will not
commence operations until obtaining funding through the initial public offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business
combination. We 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. Past performance by our management team or their respective affiliates may not be
indicative of future performance of an investment in us. Information regarding performance by, or businesses associated with, our management team
or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we
will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management teams or businesses associated with them as indicative of our future
performance of an investment in us or the returns we will, or is likely to, generate going forward. Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss. We depend on digital technologies, including
information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or
infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security
protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these
occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. We may be a passive foreign
investment company, or PFIC, which could result in adverse United States federal income tax consequences to U.S. investors. If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of the initial public offering registration statement captioned TaxationUnited States Federal
Income Tax ConsiderationsU.S. Holders) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting
requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances
with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we
are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and
maintain a qualified electing fund election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge
U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.  44




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We are an emerging growth company within the meaning of the Securities Act, and if we take advantage
of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on
executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up
to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any
June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If
some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the
trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being
required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the
Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial
statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used. We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner Mail addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by us. None of the company,
its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address,
which may impair your ability to communicate with us. Our amended and restated memorandum and articles of association provide that the courts of
the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers or
employees. Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an
alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to
each shareholders shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current
or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or
(iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of
the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created
by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.  45




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Our amended and restated memorandum and articles of association also provide that, without prejudice to any
other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall
be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. This choice of forum provision may increase a shareholders cost and limit the shareholders ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or
other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions,
and the enforceability of similar choice of forum provisions in other companies charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and
if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions,
which could have adverse effect on our business and financial performance. The financial statements may not reflect the Companys financial
condition and cash flow as a result of Russias military action against Ukraine. In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and
related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Companys financial condition, results of operations, and cash flows is also not determinable as of the date of
these financial statements.  Item 1B.
Unresolved Staff Comments None.  Item 2.
Properties We currently sub-lease our executive offices at 955 Fifth Avenue, New York, NY 10075 from Global Eagle Acquisition,
LLC, an entity affiliated with our Sponsor and the members of our management team in an amount not to exceed $15,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. 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.
Safety Disclosures Not applicable.  46




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PART II  Item 5.
Market for Registrants Shareholders equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities Market Information Our units, Class A ordinary shares and warrants are traded on Nasdaq under the symbols SCRMU, SCRM and SCRMW,
respectively. Holders As of March 28, 2022,
there was one holder of record of our units, one holder of our Founder Shares, and one holder of record of our warrants. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an 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 conditions subsequent to completion of an initial business combination. The payment of any
cash dividends subsequent to an initial business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to
in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of
Proceeds from Registered Offerings On November 5, 2021, our Sponsor purchased an aggregate of 17,250,000 Founder Shares in exchange for a capital
contribution of $25,000, or approximately $0.0014 per share. On December 13, 2021, we effected a share capitalization of 4,312,500 Founder Shares resulting in our Sponsor holding an aggregate of 21,562,500 Founder Shares. 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 86,250,000 units if the underwriters over-allotment option was exercised in full, and therefore that such
Founder Shares would represent 20% of the outstanding shares after the initial public offering. On February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in
the Sponsor holding 18,750,000 Founder Shares. On January 10, 2022, we consummated our initial public offering of 75,000,000 units. The units were
sold at an offering price of $10.00 per unit, generating total gross proceeds of $750,000,000. Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. acted as book-running managers. The securities sold in the offering were registered
under the Securities Act on registration statement on Form S-1 (No. 333-261671). The SEC declared the registration statement effective on January 5, 2022. Simultaneously with the consummation of the initial public offering, we consummated the private placement of 11,733,333 private placement warrants to the
Sponsor at a purchase price of $1.50 per private placement warrant, generating gross proceeds of $17,600,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The private placement warrants are identical to the public warrants, except that (i) the private placement warrants will not be redeemable by the
Company, (ii) the private placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of our
initial business combination, subject to certain limited exceptions, (iii) the private placement warrants will be exercisable on a cashless basis, (iv) will use a different Black-Scholes Warrant Model for purposes of calculating the
Black-Scholes Warrant Value (as defined in the warrant agreement relating to the warrants) and (v) the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants will be entitled to
registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same
basis as the public warrants.  47




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Of the gross proceeds received from the initial public offering and private placement of private placement
warrants, $750,000,000 was placed in a trust account. We paid a total of $15,000,000 in underwriting fees and $880,216 for other costs and expenses
related to the initial public offering. In addition, the underwriters agreed to defer $26,250,000 in underwriting fees.  Item 6.
Reserved  Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the Companys financial condition and results of operations should be read in
conjunction with the financial statements and the notes thereto contained elsewhere in this Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties. Forward Looking Statements All statements other than statements of historical fact included in this Form 10-K including, without limitation,
statements under Managements Discussion and Analysis of Financial Condition and Results of Operations regarding the Companys financial position, business strategy and the plans and objectives of management for future
operations, are forward-looking statements. When used in this Form 10-K, words such as anticipate, believe, estimate, expect, intend and similar
expressions, as they relate to us or the Companys management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to,
the Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the
notes thereto contained elsewhere in this Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Overview We are a blank check company incorporated on
November 3, 2021 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. Our efforts to identify
a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the
ability of our management team to identify and combine with a business or businesses that can benefit from our management teams established global relationships and operating experience. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private
placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public
offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.  48




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

may significantly dilute the equity interest of investors in the initial public offering, which dilution would
increase if the anti-dilution provisions in the Founder Shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the Founder Shares;  

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

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

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

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants. Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could
result in:  

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

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

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

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

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

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the
funds available for dividends on our Class A ordinary shares 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. As indicated in the accompanying financial statements, at December 31, 2021, we had no cash and deferred offering costs of $787,938. Further, we expect
to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete our initial business combination will be successful.  49




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Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those
necessary to prepare for the initial public offering. We will not generate any operating revenues until after completion of our initial business combination. We have generated non-operating income in the form
of interest income on cash and cash equivalents after the 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. For the period from November 3, 2021 (inception) through December 31, 2021, we had a net loss of $5,000, which consisted of formation and operating
costs of $5,000. Liquidity and Capital Resources As
of December 31, 2021, we had no cash. Our liquidity needs had been satisfied prior to the completion of the initial public offering through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder
Shares and a $300,000 loan from our Sponsor, which was paid in full on January 11, 2022. On January 10, 2022, the Company consummated the
initial public offering of 75,000,000 units at $10.00 per unit and a private sale of 11,733,333 private placement warrants at a purchase price of $1.50 per warrant. A total of $750,000,000 comprised of $735,000,000 of the proceeds from the initial
public offering (which amount includes $26,250,000 of the underwriters deferred discount) and $15,000,000 of the proceeds of the sale of the private placement warrants was placed in the trust account. The proceeds are invested only in U.S.
government treasury obligations with a maturity of 185 days of 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. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest
earned on the trust account (excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and
other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity 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 will use the funds held outside the trust account to primarily 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 a business combination. We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we
complete our initial business combination, we would repay such loaned amounts. In the event that our 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. Such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants
would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect
to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.   50




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We expect our primary liquidity requirements during that period to include approximately $416,000 for legal,
accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations, $360,000 for administrative and support services, and approximately $224,000 for Nasdaq and other
regulatory fees and approximately $850,000 for director and officer liability insurance premiums. We will also reimburse an affiliate of our Sponsor for office space and administrative services provided to members of our management team in an amount
not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services. These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target
business or as a down payment or to fund a no-shop provision (a provision designed to keep target businesses from shopping around for transactions with other companies or investors on
terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity
from a target business, the amount that would be used as a down payment or to fund a no-shop provision would be determined based on the terms of the specific business combination and the amount of
our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target
businesses. Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires
more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities
or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and the sale of the private
placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional
financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and
completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the initial public offering. Subject to compliance with applicable securities laws, we would only complete such
financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and
liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. Controls and Procedures We are not currently required to
maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31,
2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation
requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.  51




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Prior to the closing of the initial public offering, we did not complete an assessment, nor did our
independent registered public accounting firm test our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to
implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:  

staffing for financial, accounting and external reporting areas, including segregation of duties;  

reconciliation of accounts;  

proper recording of expenses and liabilities in the period to which they relate;  

evidence of internal review and approval of accounting transactions;  

documentation of processes, assumptions and conclusions underlying significant estimates; and  

documentation of accounting policies and procedures. Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet
regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal
and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting. Once our managements report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an
opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target businesss internal controls while performing their audit
of internal control over financial reporting. Quantitative and Qualitative Disclosures about Market Risk The net proceeds of the initial public offering and the sale of the private placement warrants held in the trust account are invested 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. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Related Party Transactions On November 5, 2021, our
Sponsor purchased an aggregate of 17,250,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.0014 per share. On December 13, 2021, we effected a share capitalization of 4,312,500 Founder Shares which
resulted in our Sponsor holding an aggregate of 21,562,500 Founder Shares. 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 86,250,000 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. On February 19, 2022, the 2,812,500 Founder Shares were
forfeited because the underwriters did not exercise their over-allotment option resulting in our Sponsor holding 18,750,000 Founder Shares. Our Sponsor
purchased an aggregate of 11,733,333 private placement warrants, at a price of $1.50 per warrant, or $17,600,000 in the aggregate, in a private placement that closed simultaneously with the closing of the initial public offering. Each private
placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The private placement warrants are identical to the public warrants, except that (i) the private placement warrants will not be redeemable by
the Company, (ii) the private placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of our
initial business combination, subject to certain limited exceptions, (iii) the private placement warrants will be exercisable on a cashless basis, (iv) will use a different Black-Scholes Warrant Model for purposes of calculating the
Black-Scholes Warrant Value (as defined in the warrant agreement relating to the warrants) and (v) the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants will be entitled to
registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same
basis as the public warrants.  52




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There will be no finders fees, reimbursements, consulting fees or other compensation paid by us to our
Sponsor, officers or directors, or any of their affiliates, for services rendered to us prior to, or in connection with, our initial business combination (regardless of the type of transaction that it is) other than as described below. However,
these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. We currently sub-lease our executive offices at 955 Fifth Avenue, New York, NY, 10075 from Global Eagle Acquisition
LLC, an affiliate of our Sponsor. We are reimbursing Global Eagle Acquisition LLC for office space and administrative services provided to members of our management team in an amount not exceeding $15,000 per month. Upon completion of our initial
business combination or our liquidation, we will cease paying these monthly fees. We have agreed, pursuant to the administrative services and
indemnification agreement with our Sponsor relating to the monthly reimbursement for office space and administrative services described above, that we will indemnify our Sponsor from any claims arising out of or relating to the initial public
offering or the Companys operations or conduct of the companys business (including our initial business combination) or any claim against our Sponsor alleging any expressed or implied management or endorsement by our Sponsor of any of
the Companys activities or any express or implied association between our Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in our trust account. On November 5, 2021, the Company issued the promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal
amount of $300,000 (the Promissory Note). The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the completion of the
initial public offering. On January 11, 2022, the amount outstanding under the Promissory Note was repaid in full. In addition, in order to finance
transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Such loans may be convertible into private placement warrants of the post business combination entity at a price of
$1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to
such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and
provide a waiver against any and all rights to seek access to funds in our trust account. Any of the foregoing payments to Global Eagle Acquisition LLC,
repayments of loans from our Sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account and may be made from interest earned on the trust account and released to
us to fund our working capital requirements (subject to an aggregate limit of $3,000,000). After our initial business combination, members of our
management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer
materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.  53




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Commitments and Contractual Obligations; Quarterly Results As of December 31, 2021, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. No unaudited
quarterly operating data is included in this Form 10-K as we have not conducted any operations to date. Administrative Services and Indemnification Fee On
January 5, 2022, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of our Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services and
to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Companys operations or conduct of the Companys business (including its initial business combination) or any claim
against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Companys activities or any express or implied association between the Sponsor and the Company or any of its affiliates. Upon
completion of a business combination or the Companys liquidation, we will cease paying these monthly fees. Underwriting Agreement On January 5, 2022, the Company entered into an Underwriting Agreement. The underwriters were paid a cash underwriting discount of two percent (2.0%) of
the gross proceeds of the Initial Public Offering, or $15,000,000. Additionally, the underwriters will be entitled to a deferred underwriting commission of 3.5% or $26,250,000 of the gross proceeds of the Initial Public Offering held in the Trust
Account upon the completion of the Companys initial business combination subject to the terms of the underwriting agreement. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the trust
account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. Registration Rights Agreement The holders of the Founder
Shares, private placement warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon
conversion of Working Capital Loans 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 this offering, requiring us to
register such securities and any of our other securities they hold or acquire prior to the consummation of our initial business combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form
demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements. Critical Accounting Policies The preparation of financial statements and related disclosures in conformity with GAAP 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 period reported. Actual results could materially differ from those estimates. We
have identified the following critical accounting policies:  54




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Class A Ordinary Shares Subject to Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing
Liabilities from Equity. Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are 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 the Companys control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Companys control and subject to occurrence of uncertain future events. Accordingly,
Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders equity section of our consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption
value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Recent Accounting Standards 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 consolidated financial statements.  Item 7A.
Quantitative and Qualitative Disclosures about Market Risk Not applicable.  Item 8.
Financial Statements and Supplementary Data Reference is made to pages F-1 through F-16 comprising a portion of this
Report.  Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.  Item 9A.
Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the
Exchange Act, such as this Form 10-K, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms. Disclosure controls are also designed with the
objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management
evaluated, with the participation of our current chief executive officer and vice president of finance (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance
that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions.  55




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Managements Report on Internal Controls 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 independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Item 9B.
Other Information None.  Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable.  56




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

Age




PositionHarry E. Sloan


71




ChairmanEli Baker


47




Chief Executive Officer and DirectorRyan OConnor


26




Vice President of FinanceJeff Sagansky


70




DirectorAmy Gershkoff Bolles


41




DirectorPaul Buccieri


55




DirectorJoshua Kazam


44




DirectorIsaac Lee


51




Director Harry E. Sloan has been our Chairman since November 2021. Since December 2021, Mr. Sloan has served as a
member of the board of directors of Lions Gate Entertainment Corp. (NYSE: LGF .A, LGF .B), or Lions Gate, an independent motion picture and television production company. Mr. Sloan has served as Chief Executive Officer and Chairman of Soaring
Eagle Acquisition Corp. (Soaring Eagle), which in September 2021 completed its initial business combination with Ginkgo Bioworks, Inc. (NYSE: DNA) Mr. Sloan remains a director of Ginkgo Bioworks Holdings, Inc. Prior to Soaring
Eagle, Mr. Sloan was Chief Executive Officer and Chairman of Flying Eagle Acquisition Corp., (Flying Eagle), which raised $690,000,000 in its initial public offering in March 2020 and in December 2020 completed its initial business
combination with Skillz Inc. (NYSE: SKLZ), a technology company that enables game developers to monetize their content through fun and fair multi-player competition. Mr. Sloan remains a director of Skillz Inc. Prior to Flying Eagle,
Mr. Sloan was a founding investor of Diamond Eagle Acquisition Corp., which raised $400 million in its initial public offering in May 2019 and in April 2020 completed its initial business combination with DraftKings, Inc. (Nasdaq: DKNG), a
digital sports entertainment and gaming company known for its industry-leading daily fantasy sports and mobile sports betting platforms, and SBTech (Global) Limited, an international turnkey provider of cutting-edge sports betting and gaming
technologies. Mr. Sloan now serves as the Vice Chairman of DraftKings, Inc. Prior to Diamond Eagle, Mr. Sloan was a founding investor of Platinum Eagle Acquisition Corp. (Platinum Eagle), which raised $325,000,000 in its
initial public offering in January 2018, completed its initial business combination in March 2019 with Target Logistics Management, LLC and RL Signor Holdings, LLC and changed its name to Target Hospitality Corp. Target Hospitality Corp. (Nasdaq:
TH) is a vertically integrated specialty rental and hospitality services company. Prior to Platinum Eagle, Mr. Sloan was a founding investor of Double Eagle Acquisition Corp. (Double Eagle), which raised $500,000,000 in its initial
public offering in September 2015. Double Eagle completed its business combination in November 2017, in which its wholly-owned subsidiary acquired 90% of the shares of Williams Scotsman. In the transaction, Double Eagle changed its name to WillScot
Corporation (WSC). WSC is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Mr. Sloan previously served as chairman and chief executive
officer of Silver Eagle Acquisition Corp. from April 2013 until the consummation of its initial business combination in March 2015 with Videocon d2h Limited (Videocon). From May 2016 to April 2018 Mr. Sloan served on the board of
directors of Videocon, where he was a member of its Nomination, Remuneration and Compensation Committee. Mr. Sloan also served as chairman and chief executive officer of Global Eagle Acquisition Corp. from February 2011 until the consummation
of its business combination in January 2013, and he remains a director of the combined company, Global Eagle Entertainment Inc. From October 2005 to August 2009, Mr. Sloan served as chairman and chief executive officer of Metro-Goldwyn-Mayer,
Inc. (MGM), a motion picture, television, home entertainment, and theatrical production and distribution company, and thereafter continued as non-executive chairman until December 2010. MGM filed
for bankruptcy protection in 2010. From 1990 to 2002, Mr. Sloan was chairman and chief executive officer of SBS Broadcasting, S.A. (SBS), a European broadcasting group, operating commercial television, premium pay channels, radio
stations and related print businesses in Western and Central and Eastern Europe, which he founded in 1990 and continued as executive chairman until 2005. In 1999, SBS became the largest shareholder of Lions Gate Entertainment Corp. (NYSE: LFG.A), or
Lions Gate, an independent motion picture and television production company. Mr. Sloan served as chairman of the board of Lions Gate from April 2004 to March 2005. From 1983 to 1989, Mr. Sloan was
co-chairman of New World Entertainment Ltd., an independent motion picture and television production company. In January 2011, Mr. Sloan joined the board of Promotora de Informaciones, S.A. (OTCMKTS:
PRISY), Spains largest media conglomerate which owns El Pais, the leading newspaper in the Spanish-speaking world, as well as pay television, radio and digital properties. He previously served on the board of ZeniMax Media Inc., an independent
producer of interactive gaming and web content. He currently serves on the UCLA Anderson School of Management Board of Visitors and the Executive Board of UCLA Theatre, Film and Television. Mr. Sloan received his B.A. degree from UCLA and J.D.
Degree from Loyola Law School. We believe Mr. Sloan is qualified to serve on our board of directors due, among other things, to his extensive experience as a founder of special purpose acquisition companies and as an international media
investor, entrepreneur and studio executive.  57




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Eli Baker has been our Chief Executive Officer and Director since November 2021.
Mr. Baker is a Partner in Eagle Equity Partners (and its related companies). Most recently, Mr. Baker has served as President and Chief Financial Officer of Soaring Eagle through the business combination with of Ginkgo Bioworks, Inc.
(NYSE: DNA) Prior to Soaring Eagle, Mr. Baker served as President and Chief Financial Officer of Flying Eagle through the business combination with Skillz, Inc. (NYSE: SKLZ) Mr. Baker also served as president, chief financial officer and
secretary of Diamond Eagle from March 2019 until the consummation of its business combination with DraftKings, Inc. (Nasdaq: DKNG), in April 2020. Mr. Baker served as the president, chief financial officer and secretary of Platinum Eagle from
July 2017 until the consummation of its business combination with Target Hospitality (Nasdaq:TH) in March 2019, and has served as a member of Target Hospitalitys board of directors since March 2019. Mr. Baker served as Double Eagles
vice president, general counsel and secretary from June 2015 through its business combination in November 2017. Mr. Baker was also a director of Silver Eagle from July 2014 through Silver Eagles business combination in March 2015.
Mr. Baker is a co-founder and partner of Manifest Investment Partners, LLC, a growth equity/venture fund that focuses in early stage technology-enabled business where he has served since June 2016.
Mr. Baker continues to be co-managing director and a partner in Hemisphere Capital Management LLC, a private finance company that specializes in special opportunity equity and credit investments in the
media and entertainment industry. Mr. Baker is a former lawyer and earned a Bachelor of Arts degree from the University of California, Berkeley and a Juris Doctor from the University of California at Hastings Law School. We believe
Mr. Baker is qualified to serve on our board of directors due, among other things, to his extensive experience as a founder of special purpose acquisition companies and as an investor in the technology, media and entertainment sectors. Ryan OConnor has been our Vice President of Finance since November 2021 and an employee of Eagle Equity Partners since February 2021.
Prior to joining Eagle Equity Partners, Mr. OConnor worked as an associate in the Investment Banking Division at Goldman Sachs from July 2018 to December 2020. Mr. OConnor graduated with a B.S. in Economics from the Wharton
School at the University of Pennsylvania in May 2018. Jeff Sagansky has been our Director since December 2021. Mr. Sagansky served as
the Chief Executive Officer of Platinum Eagle from January 2018 until the consummation of its business combination with Target Hospitality (Nasdaq:TH). In March 2019, and continues to serve as a member of Target Hospitalitys board of
directors. Mr. Sagansky has been a director of WillScot Corporation since Double Eagle was formed in June 26, 2015 and served as Double Eagles President and Chief Executive Officer from August 6, 2015 until the consummation of
its business combination in November 2017. He also co-founded, together with Mr. Sloan, Silver Eagle, which invested approximately $273.3 million in Videocon d2h in exchange for equity shares of
Videocon d2h represented by ADSs in March 2015. In March 2018, Videocon d2h merged with and into Dish TV India Limited (NSE: DISHTV). Mr. Sagansky served as Silver Eagles president from April 2013 through March 2015. Mr. Sagansky
also co-founded with Mr Sloan and Eli Baker Soaring Eagle which completed a merger with Gingko Bioworks in September of 2021, Diamond Eagle which merged with Draft Kings in April of 2020, and Flying Eagle
which merged with Skillz in December of 2020.  58




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Mr. Sagansky was formerly chief executive officer and then vice chairman of Paxson Communications
Corporation (PAX) from 1998 to 2003, where he launched the PAX TV program network in 1998. In addition, Mr. Sagansky drove substantial improvement in the networks financial performance. Prior to joining Pax, Mr. Sagansky was co-president of Sony Pictures Entertainment (SPE), from 1996 to 1998 where he was responsible for SPEs strategic planning and worldwide television operations. While at SPE, he spearheaded
SPEs acquisition, in partnership with Liberty Media Corporation and other investors, of Telemundo Network Group, LLC, (Telemundo). Previously, as executive vice president of Sony Corporation of America (SCA),
Mr. Sagansky oversaw the 1997 merger of SCAs Loews Theaters unit with the Cineplex Odeon Corporation to create one of the worlds largest movie theater companies, and the highly successful U.S. launch of the Sony Playstation
video game console. Prior to joining SCA, Mr. Sagansky was president of CBS Entertainment (CBS) from 1990 to 1994, where he engineered CBSs ratings rise from third to first place in eighteen months. Mr. Sagansky
previously served as president of production and then president of TriStar Pictures, where he developed and oversaw production of a wide variety of successful films. Mr. Sagansky graduated with a BA from Harvard College and an MBA from Harvard
Business School. He also serves on the boards of Omio, the leading European travel ticketing company, Sharecare, the Nasdaq listed health and wellness company and the National Parks Conservancy Association. We believe Mr. Sagansky is qualified
to serve on our board of directors due to his extensive background and experience as a founder of special purpose acquisition companies and as an executive in the media and entertainment industries and his substantial mergers and acquisitions
experience. Dr.Amy Gershkoff Bolles has served on our board of directors since January 2022.
Dr. Bolles currently serves as Chief Operating Officer at Tradesy, Inc., an ecommerce company. Prior to joining Tradesy, Inc. in May 2021, she served as Chief Data Officer at Bitly, Inc., an enterprise SaaS company, from September 2018 until
April 2021. Prior to Bitly, Inc., she worked as an independent consultant from October 2017 until September 2018. Previously, she served as Chief Data Officer at Ancestry.com LLC, a genealogy and consumer genomics company, from November 2016 until
September 2017. From March 2015 until November 2016, Dr. Bolles served as Chief Data Officer for Zynga Inc. (Nasdaq: ZNGA), a social online and mobile gaming company, as well as General Manager of Advertising. From July 2013 until March 2015,
Dr. Bolles served as Head of Customer Analytics & Insights and Head of Global Data Science for eBay Inc. (Nasdaq: EBAY), a multinational ecommerce corporation. She received her B.A. from Cornell University, and her M.A. and Ph.D. from
Princeton University. We believe Dr. Bolles is qualified to serve on our board of directors due, among other things, to her leadership experience in both public and private companies. Paul Buccieri has served on our board of directors since January 2022. Since July 2018, Mr. Buccieri has served as President and Chairman
of the A+E Networks Group (A+E Networks), a joint venture with Hearst Communications, Inc. and Disney-ABC Television Group, a unit of The Walt Disney Company (NYSE:DIS). In his current role, he
leads the global entertainment businesses encompassing A&E, Lifetime, The HISTORY Channel, LMN, FYI, VICE TV as well as A+E Networks award-winning, global scripted and unscripted studio divisions (A+E Studios, Six West Media, Category 6
Media and A&E IndieFilms). He joined A+E Networks in January 2015 as President of A&E and The HISTORY Channel, overseeing all content creation, programming, brand development, advertising sales and marketing. Before A+E Networks,
Mr. Buccieri was at ITV plc (LON: ITV) (ITV) from December 2007 to December 2014 in several leadership roles; including Managing Director ITV Studios International, President and CEO of ITV Studios America from February 2011 to May
2014, Chairman ITV Studios Global Entertainment & ITV Studios U.S. Group from May 2014 to December 2014, overseeing all global commercial and creative divisions (excluding the United Kingdom) and was on the ITV Studios board during the
same period. Prior to his ITV roles, Mr. Buccieri was President of Programming, Production and Development at 20th Television, Inc. (formerly 20th Century Fox Television) from January 2004 to December 2007. Over the course of his more than
twenty-five year career in media and entertainment, Mr. Buccieri has served on fiduciary and advisory boards, including the National Cable & Telecommunications Association (NCTA) since November 2018, The Paley Center Media
Council since July 2019, the Lincoln Center Media and Entertainment Council since March 2019, Lincoln Center Leadership Committee since March 2019, Propagate Content since January 2015, Hollywood Radio & Television Society since January
2012 and the NAACP Entertainment Industry Board of Advisors since August 2017. We believe that Mr. Buccieri is qualified to serve on our board of directors due, among other things, to his extensive experience in the media and entertainment
sector.  59




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Joshua Kazam has served on our board of directors since January 2022. Previously,
Mr. Kazam served on the board of Soaring Eagle Acquisition Corp from March 2021 until its business combination with Gingko Bioworks (NYSE:DNA), TS Innovation Acquisitions Corp.s board of directors from November 2020 until June 2021 when
it completed its business combination with Latch, Inc. (Nasdaq: LTCH) and served on Flying Eagle Acquisition Corp.s board of directors from March 2020 until it completed its business combination with Skillz, Inc. (NYSE: SKLZ) in December 2020.
Mr. Kazam also served on Diamond Eagle Acquisition Corp.s board of directors from May 2019 until the consummation of its business combination with DraftKings, Inc. (Nasdaq: DKNG), in April 2020. Mr. Kazam served as a director of
Platinum Eagle Acquisition Corp. from its initial public offering through the completion of its initial business combination in March 2019. Mr. Kazam is a co-founder and has been a Partner of Two River,
LLC (Two River) a biotechnology company builder since fall of 2004. Mr. Kazam is a co-founder, officer and director of Allogene Therapeutics, Inc. (Nasdaq: ALLO), of Kronos Bio Inc. (Nasdaq:
KRON), and serves as a board member of TS Innovation Acquisitions II (TSIB) and a co-founder and Member of Vida Ventures. Mr. Kazam co-founded and served on the
board of directors of Kite Pharma, Inc. from its inception in 2009 until it was acquired by Gilead Sciences Inc. (Nasdaq: GILD) in October 2017. Mr. Kazam also serves as a co-founder and director of
several privately held companies, including Iconovir Bio, Hubble Contacts, Byheart, Inc. and Breakthrough Properties, LLC. Mr. Kazam is a Member of the Wharton Schools Undergraduate Executive Board and serves on the Board of Directors of
the Desert Flower Foundation. Mr. Kazam received his B.S. in Economics from the Wharton School of the University of Pennsylvania. We believe Mr. Kazam is qualified to serve on our board of directors due to his extensive venture capital
experience and his experience serving on boards of other public companies. Isaac Lee has served on our board of directors since January
2022. Mr. Lee is a journalist, entrepreneur, and a film and television producer. He is the founder of EXILE, a media company acquiring and developing premium original content for audiences across the U.S. and Latin America. Previously,
Mr. Lee served as the Chief Content Officer for Univision and Televisa (a leading media company in Spanish in the world). For almost 8 years, Mr. Lee ran the news department at Univision. Before Univision Mr. Lee founded
AnimalPolitico, a leading political and investigative news site in Mexico. He also founded and led PageOne Media, publisher of PODER magazine in the US, Mexico, Colombia, Chile, Peru, Venezuela which was sold in 2006. When Mr. Lee was 25 he was
appointed editor in chief of Cromos, the oldest magazine in Latin America and at 26 he was editor in chief of Semana, a Colombian magazine. In scripted content, Mr. Lee produced the feature film Para ́lso Travel, three seasons of El Chapo
for Netflix as well as the mini-series for TVE Operacio ́n Jaque, which was nominated for an international Emmy. He had worked with Amazon in Mexico and developed five series for Netflix. In non-scripted,
Mr. Lee has produced several documentaries, including the award-winning documentary Science Fair (NatGeo), Outpost (HBO), Residente (Netflix) and Jaque (NatGeo). Mr. Lee is a Board Member of the Associated Press, the Committee to Protect
Journalists and Columbia Journalism Review. He also is on the board of the institute of politics of the University of Chicago, trustee of the Hirshhorn Museum and an active member of the Council On Foreign Relations. We believe Mr. Lee is
qualified to serve on our board of directors due to his extensive knowledge of an experience in omni-channel media, content production and news. Number and Terms of Office of Officers and Directors Our
board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting)
serving a three-year term. 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. The term of office of the
first class of directors, consisting of Amy Gershkoff Bolles and Paul Buccieri, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Joshua Kazam and Isaac Lee, will expire at the second
annual general meeting. The term of office of the third class of directors, consisting of Harry E. Sloan, Eli Baker and Jeff Sagansky, will expire at the third annual general meeting. 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 officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.  60




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Director Independence The rules of Nasdaq 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 who, in the opinion of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a
relationship with the company). Our board of directors has determined that Dr. Bolles and Messrs. Buccieri, Kazam and Lee are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to
phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. Audit
Committee We established an audit committee of the board of directors. Dr. Bolles and Messrs. Kazam and Buccieri serve as the members of our
audit committee. Mr. Kazam serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board
of directors has determined that Mr. Kazam qualifies as an audit committee financial expert as defined in applicable SEC rules. We
adopted an audit committee charter, which will detail the principal functions of the audit committee, including:  

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

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

setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining
and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firms internal quality-control procedures and (2) any material issues
raised by the most recent internal quality-control review, or peer review, of the 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 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.  61




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Compensation Committee We established a compensation committee of our board of directors. The members of our compensation committee are Messrs. Buccieri, Kazam and Lee, and
Mr. Lee serves as chairman of the compensation committee. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:  

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive
officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers 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 executive officers and employees;  

producing a report on executive compensation to be included in our annual proxy statement; and  

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and 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. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or
Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director
nominees are Dr. Bolles and Messrs. Buccieri, Kazam and Lee. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee
charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they
are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should
follow the procedures set forth in our amended and restated memorandum and articles of association.  62




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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, our 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. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or
more executive officers serving on our board of directors. Code of Ethics We have adopted a code of ethics applicable to our directors, officers and employees (Code of Ethics) that complies with the rules and regulations
of Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. 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. Section 16(a) Beneficial
Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a
registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they
file. Based solely on review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that, during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements
applicable to our officers and directors were complied with. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties:  (i)
duty to act in good faith in what the director or officer believes to be in the best interests of the company
as a whole;  (ii)
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral
purpose;  (iii)
directors should not improperly fetter the exercise of future discretion;  (iv)
duty to exercise powers fairly as between different sections of shareholders;  (v)
duty not to put themselves in a position in which there is a conflict between their duty to the company and
their personal interests; and  (vi)
duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a
reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge
skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty
not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is
full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.  63




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Each of our officers and directors presently has, and any of them in the future may have additional,
fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors
becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then- current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such
business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no
individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and
(ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:  Individual

Entity

Entitys Business

AffiliationEli Baker

Hemisphere Capital Management

Special opportunity investments

PrincipalManifest Investment Partner

Venture/growth equity

PrincipalTarget Hospitality Corp.

Specialty Rental and Hospitality Services

DirectorHarry E. Sloan

Ginkgo Bioworks Holdings, Inc.

Biotechnology company

DirectorSkillz Inc.

Computer Processing and Data Preparation

DirectorDraftkings, Inc.

Digital Sports Entertainment and Gaming Company

Vice ChairmanPromotora de Informaciones, S.A.

Media

DirectorLions Gate Entertainment Corp.

Motion Picture and Television Production

DirectorJeff Sagansky

Target Hospitality Corp.

Specialty Rental and Hospitality Services

DirectorWillScot Corporation

Modular space and portable storage

DirectorSharecare, Inc.

Health and wellness company

DirectorOmio

European travel ticketing company

Director  64




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##### Table of Contents

Individual

Entity

Entitys Business

AffiliationAmy Gershkoff Bolles Officer

Tradesy, Inc.

Ecommerce Company

Chief OperatingPaul Buccieri

A+E Television Networks Group

Global media and entertainment brand portfolio

President and ChairmanPropagate Content

Developer, producer anddistributed programmer

DirectorJoshua Kazam

Allogene Therapeutics, Inc.

Biotechnology

Co-founder, Officer and DirectorBreakthrough Properties, LLC

Life Science Real Estate

Co-Founder and DirectorByheart, Inc.

Nutrition

Co-Founder and DirectorIconOVir Bio, Inc.

Biotechnology

Co-Founder DirectorKronos Bio, Inc.

Biotechnology

Co-Founder DirectorTwo River, LLC

Biotechnology

Co-founder and PartnerVida Ventures, LLC

Biotechnology

Co-founder and DirectorVision Path, Inc. (d/b/aHubble Contacts)

Health and Wellness

DirectorIsaac Lee

EXILE Content Studio, Inc.

Television and film production

Founder and Executive Chairman In addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies
similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an
initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or
directors or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target
that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking
which is a member of FINRA or another independent entity that commonly renders valuation opinions, that the consideration to be paid by us in such initial business combination is fair to our company from a financial point of view. We are not
required to obtain such an opinion in any other context. Furthermore, there will be no finders fees, reimbursements, consulting fees or other compensation paid by us to our Sponsor, officers or directors, or any of their affiliates, for
services rendered to us prior to, or in connection with, our initial business combination (regardless of the type of transaction that it is). Further, commencing on the date our securities are first listed on Nasdaq, we will also reimburse an
affiliate of our Sponsor, for office space and administrative services provided to members of our management team in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay directly for such
services. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our Sponsor relating to the monthly reimbursement for office space  65




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and administrative services described above, that we will indemnify our Sponsor from any claims arising out
of or relating to the initial public offering or the companys operations or conduct of the companys business or any claim against our Sponsor alleging any expressed or implied management or endorsement by our Sponsor of any of the
companys activities or any express or implied association between our Sponsor and the company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in our trust account. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to vote
their Founder Shares, and they and the other members of our management team have agreed to vote their Founder Shares and any shares purchased during or after the offering in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and
directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual
fraud, willful default or willful neglect. We expect to purchase a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some
circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right,
title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and
will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we
consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or
directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and
our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and
directors.  Item 11.
Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are
first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our Sponsor for office space and administrative services provided to members of our management team
in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services. In addition, our Sponsor, executive officers and directors, or any of their respective
affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our Sponsor relating to the monthly reimbursement for office space and administrative
services described above, that we will indemnify our sponsor from any claims arising out of or relating to the initial public offering or the companys operations or conduct of the companys business (including our initial business
combination) or any claim against our sponsor alleging any  66




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expressed or implied management or endorsement by our Sponsor of any of the Companys activities or any express or implied association between our Sponsor and the Company or any of its
affiliates, which agreement will provide that the indemnified parties cannot access the funds held in our trust account. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or
directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from (i) funds held outside the trust account or (ii) interest earned on the trust account and released to us to fund our
working capital requirements (subject to an aggregate maximum release of $3,000,000). Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments
to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and
consummating an initial business combination. Other than these payments and reimbursements, there will be no finders fees, reimbursements, consulting fees or other compensation paid by us to our sponsor, officers or directors, or any of their
affiliates, for services rendered to us prior to, or in connection with, our initial business combination (regardless of the type of transaction that it is). After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management
fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial
business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the
proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action
to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting
arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or
selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business
combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.  Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 28, 2022, and
as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this Form 10-K, and assuming no purchase of units in the initial public offering, by:  

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

each of our officers and directors; and  

all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares
beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Form
10-K.  67




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The beneficial ownership of our ordinary shares is based on 75,000,000 Class A ordinary shares and
18,750,000 Founder Shares issued and outstanding as of December 31, 2021.  Name and Address of Beneficial Owner (1)

Number ofClass AOrdinarySharesBeneficiallyOwned


Number ofFounderSharesBeneficiallyOwned (2)


ApproximatePercentage ofTotal VotingPowerEagle Equity Partners V, LLC (our
Sponsor)(3)






18,750,000



20
%Harry E. Sloan










Eli Baker










Ryan OConnor










Jeff Sagansky










Amy Gershkoff Bolles










Paul Buccieri










Joshua Kazam










Isaac Lee










All officers and directors as a group (8 individuals)










Name and Address of Beneficial Owner
Five Percent Holders

Number ofClass AOrdinarySharesBeneficiallyOwned


Number ofFounderSharesBeneficiallyOwned


ApproximatePercentage ofTotal VotingPowerMillennium Management LLC (4)


5,350,000







5.7
%  *
Less than one percent. (1)
Unless otherwise noted, the business address of each of the following is 955 Fifth Avenue, New York, NY, 10075. (2)
Such shares will automatically convert into Class A ordinary shares concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. (3)
Eagle Equity Partners V, LLC is the record holder of the shares reported herein. There are three managing
members of Eagle Equity Partners V, LLC. Each managing member has one vote, and the approval of a majority is required to approve an action. Under the so-called rule of three, if voting and
dispositive decisions regarding an entitys securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner
of the entitys securities. Based on the foregoing, no individual managing member of Eagle Equity Partners V, LLC exercises voting or dispositive control over any of the securities held by the entity, even those in which he holds a pecuniary
interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. (4)
According to a Schedule 13G/A filed on January 11, 2022, interests shown are held by (i) Millennium
Management LLC, a Delaware limited liability company (Millennium Management), Millennium Group Management LLC, a Delaware limited liability company (n Group Management), Millennium International Management LP, a Delaware
limited partnership (Millennium International Management) and Israel A. Englander, a United States citizen. Millennium Group Management is the managing member of Millennium Management. The managing member of Millennium Group Management
is a trust of which Mr. Englander, currently serves as the sole voting trustee. The address of this shareholder is 399 Park Avenue, New York, New York 10022.  Item 13.
Certain Relationships and Related Transactions, and Director Independence Founder Shares On November 5, 2021, our
Sponsor purchased an aggregate of 17,250,000 Founder Shares in exchange for a capital contribution of $25,000, or approximately $0.0014 per share. On December 13, 2021, we effected a share capitalization of 4,312,500 Founder Shares resulting in
our Sponsor holding an aggregate of 21,562,500 Founder Shares. On February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000
Founder Shares. 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 86,250,000 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. Private Placement
Warrants Our Sponsor purchased an aggregate of 11,733,333 private placement warrants, at a price of $1.50 per warrant, or $17,600,000 in the
aggregate, in a private placement that closed simultaneously with the closing of the initial public offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share.  68




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Related Party Loans On November 5, 2021, we issued a Promissory Note to the Sponsor, pursuant to which we could borrow up to an aggregate principal amount of $300,000. The
Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the completion of the initial public offering. The Promissory Note was paid in full on
January 11, 2022. In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required on a non-interest basis. If we complete 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 the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay the
Working capital loans but no proceeds from the trust account would be used to repay the working capital loans. Such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at
the option of the lender. Such warrants would be identical to the private placement warrants. Administrative Services and Indemnification Agreement We entered into an agreement with the Sponsor whereby, commencing on January 5, 2022 through the earlier of the consummation of a business
combination and our liquidation, we agreed to pay an affiliate of our the Sponsor $15,000 per month for office space, utilities and secretarial and administrative support. We will indemnify our Sponsor from any claims arising out of or relating to
the initial public offering or the companys operations or conduct of the Companys business (including our initial business combination) or any claim against our Sponsor alleging any expressed or implied management or endorsement by our
Sponsor of any of the companys activities or any express or implied association between our Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in our trust
account.  Item 14.
Principal Accounting Fees and Services. The firm of WithumSmith+Brown, PC acts as our independent registered public accounting firm. The following is a summary of fees paid to WithumSmith+Brown, PC
for services rendered. Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WithumSmith+Brown, PC in connection with regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of
required filings with the SEC for the period from November 3, 2021 (inception) to December 31, 2021 and of services rendered in connection with our initial public offering, totaled $20,000. 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. During the period from November 3, 2021 (inception) to December 31, 2021, we did not pay WithumSmith+Brown, PC any audit-related fees. Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the period from
November 3, 2021 (inception) to December 31, 2021, we did not pay WithumSmith+Brown, PC any tax fees. All Other Fees. All other fees
consist of fees billed for all other services. During the period from November 3, 2021 (inception) to December 31, 2021, we did not pay WithumSmith+Brown, PC any other fees. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not
pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and
on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors,
including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).  69




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PART IV  Item 15.
Exhibits, Financial Statement Schedules.  (a)
The following documents are filed as part of this Annual Report on Form
10-K:  1.
Financial Statements: See Index to Financial Statements at Item 8. Financial Statements and
Supplementary Data herein.  (b)
Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the
financial statements or the notes thereto or that they are not required or are not applicable.  (c)
Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this
Annual Report on Form 10-K. Exhibit Index  ExhibitNumber

Description3.1

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Companys Current Report on
 Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).4.1

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).4.2

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).4.3

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).4.4

Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of January 
5, 2022 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 
001-41203, filed with the Securities and Exchange Commission on January 10, 2022).4.5

Description of Registrants Securities.10.1

Letter Agreement among the Company, its executive officers, its directors and Eagle Equity Partners V, LLC, dated as of January 
5, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 
001-41203, filed with the Securities and Exchange Commission on January 10, 2022).10.2

Investment Management Trust Agreement by and between the Company and Continental Stock Transfer 
& Trust Company, dated as of January 5, 2022 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (File No. 
001-41203, filed with the Securities and Exchange Commission on January 10, 2022).10.3

Registration Rights Agreement, dated January 
5, 2022, by and among the Company, Eagle Equity Partners V, LLC and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).  70




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ExhibitNumber

Description10.4

Private placement warrants Purchase Agreement by and between the Company and Eagle Equity Partners V, LLC, dated as of January 
5, 2022 (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (File No. 
001-41203, filed with the Securities and Exchange Commission on January 10, 2022).10.5

Administrative Services and Indemnification Agreement, dated as of January 
5, 2022, by and between the Company and Eagle Equity Partners V, LLC, dated as of January 5, 2022 (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).10.6

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).10.7

Promissory Note, dated November 
5, 2021, issued to Eagle Equity Partners V, LLC (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1 (File No. 
333-261671), filed with the Securities and Exchange Commission on December 15, 2021).10.8

Securities Subscription Agreement by and between the Company and Eagle Equity Partners V, LLC, dated November 
5, 2021 (incorporated by reference to Exhibit 10.7 to the Companys Form Registration Statement on Form S-1 (File No. 
333-261671), filed with the Securities and Exchange Commission on December 15, 2021).14

Code of Ethics (incorporated by reference to Exhibit 14.1 of the Companys Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).24

Power of Attorney (included on signature page of this report).31.1

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).31.2

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).32.1

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.32.2

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.  71




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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.  Date: March 28, 2022



Screaming Eagle Acquisition Corp.By:

/s/ Eli BakerName: Eli BakerTitle: Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eli Baker, Harry E. Sloan, and Ryan OConnor,
and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 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/ Eli Baker

Chief Executive Officer and Director (Principal Executive Officer)

March 28, 2022Eli Baker/s/ Ryan OConnor

Vice President of Finance (Principal Financial and Accounting Officer)

March 28, 2022Ryan OConnor/s/ Harry E. Sloan

Chairman

March 28, 2022Harry E. Sloan/s/ Jeff Sagansky

Director

March 28, 2022Jeff Sagansky/s/ Amy Gershkoff Bolles

Director

March 28, 2022Amy Gershkoff Bolles/s/ Paul Buccieri

Director

March 28, 2022Paul Buccieri/s/ Joshua Kazam

Director

March 28, 2022Joshua Kazam/s/ Isaac Lee

Director

March 28, 2022Isaac Lee  72




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##### Table of Contents

INDEX TO FINANCIAL STATEMENTS  PageReport of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm
 (PCAOB ID: #100)


F-2Balance Sheet as of December 31, 2021


F-3Statement of Operations for the Period from November 
3, 2021 (inception) through December 31, 2021


F-4Statement of Changes in Shareholders Equity for the Period from November 3,
 2021 (inception) through December 31, 2021


F-5Statement of Cash Flows for the Period from November 
3, 2021 (inception) through December 31, 2021


F-6Notes to Financial Statements


F-7  F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder and the Board of Directors of Screaming
Eagle Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Screaming Eagle Acquisition Corp. (the Company), as of December 31, 2021, the related
statements of operations, changes in shareholders equity and cash flows for the period from November 3, 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
November 3, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the
financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the
Companys auditor since 2021. New York, New York March 28, 2022 PCAOB ID # 100  F-2




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##### Table of Contents

SCREAMING EAGLE ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2021  ASSETS:Deferred offering costs

$
787,938Total assets

$
787,938LIABILITIES AND SHAREHOLDERS EQUITY:Current liabilities:Accounts Payable and accrued expenses

$
453,401Promissory noterelated party


300,000Due to Sponsor


14,537Total current liabilities


767,938Commitments and contingenciesShareholders equity:Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or
outstanding


Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or
outstanding


Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 21,562,500 shares
issued and outstanding (1) (2)


2,156Additional paid-in capital


22,844Accumulated deficit


(5,000
)Total shareholders equity


20,000Total liabilities and shareholders equity

$
787,938  (1)
Shares and the associated amounts have been adjusted to reflect the issuance of 4,312,500 Class B ordinary
shares in a share recapitalization on December 13, 2021 (see Note 5). (2)
This number includes an aggregate of up to 2,812,500 shares of Class B ordinary shares subject to forfeiture if
the over-allotment option is not exercised by the underwriters. On February 19, 2022, upon the termination of the over-allotment option, 2,812,500 Founder Shares were forfeited (see Note 8). The accompanying notes are an integral part of these financial statements.  F-3




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SCREAMING EAGLE ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM NOVEMBER 3, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021  Formation costs and general and administrative expenses

$
5,000Net loss

$
(5,000)Weighted average shares outstanding (1)(
2)


18,750,000Basic and fully diluted net loss per share

$
  (1)
Shares have been adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share
recapitalization on December 13, 2021 (see Note 5). (2)
This number excludes an aggregate of up to 2,812,500 shares of Class B ordinary shares subject to forfeiture if
the over-allotment option is not exercised by the underwriters. On February 19, 2022, upon the termination of the over-allotment option, 2,812,500 Founder Shares were forfeited (see Note 8). See accompanying notes to financial statements  F-4




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SCREAMING EAGLE ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE PERIOD FROM NOVEMBER 3, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021  Class BOrdinary Shares


AdditionalPaid-inCapital


AccumulatedDeficit


TotalShareholdersEquityShares


AmountBalance at November 3, 2021 (inception)





$



$



$



$
Issuance of Class B ordinary shares to initial shareholder at approximately $0.0014 per
share (1)(2)


21,562,500



2,156



22,844







25,000Net loss














(5,000
)


(5,000
)Balance at December 31, 2021


21,562,500


$
2,156


$
22,844


$
(5,000
)

$
20,000  (1)
Shares and the associated amounts have been adjusted to reflect the issuance of 4,312,500 Class B ordinary
shares in a share recapitalization on December 13, 2021 (see Note 5). (2)
This number includes an aggregate of up to 2,812,500 shares of Class B ordinary shares subject to forfeiture if
the over-allotment option is not exercised by the underwriters. On February 19, 2022, upon the termination of the over-allotment option, 2,812,500 Founder Shares were forfeited (see Note 8).  F-5




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SCREAMING EAGLE ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM NOVEMBER 3, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021  Cash flows from operating activities:Net loss

$
(5,000)Adjustments to reconcile net loss to net cash used in operating activities:Formation expenses paid by sponsor in exchange for Class B ordinary shares


5,000Net cash used in operating activities


Net change in cash


Cash at beginning of period


Cash at end of period

$
Supplemental Disclosure of Non-Cash Financing
Activities:Offering costs paid by Sponsor in exchange for Class B ordinary shares

$
20,000Deferred offering costs paid through Advance from Sponsor

$
14,537Deferred offering costs paid through Promissory noterelated party

$
300,000Deferred offering costs included in accrued expenses

$
453,401 The accompanying notes are an integral part of these financial statements.  F-6




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SCREAMING EAGLE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021 Note
1Organization and Plan of Business Operations Screaming Eagle Acquisition Corp. (the Company) is a blank check company incorporated
as a Cayman Islands exempted company on November 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses (Business Combination). Although the Company is not limited to a particular industry or geographic region for purposes of
completing a Business Combination, the Company intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from its management teams established global relationships and
operating experience. 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 November 3, 2021 (inception) through
December 31, 2021 relates to the Companys formation and the 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 on the proceeds derived from after the initial public offering. The Company has selected
December 31 as its fiscal year end. The Companys management has broad discretion with respect to the specific application of the net proceeds
of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more
Business Combinations with having an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (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 the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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 of 1940, as amended (the Investment
Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.00 per Unit sold in the Initial Public Offering,
including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (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 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 the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Companys shareholders, as described below. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business
Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business
days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the
completion of a Business Combination with respect to the Companys warrants. The Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in
accordance with Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity.  F-7




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If the Company seeks shareholder approval, the Company will complete a Business Combination only if it
receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Companys ordinary shares which are represented in person or by proxy and are voted at a general
meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its
Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (SEC), and file tender offer documents containing substantially the same
information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as
defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to
approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its
Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of
whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business
Combination and it does not conduct redemptions pursuant to the tender offer rules, the Companys Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), will be restricted from redeeming its
shares with respect to more than an aggregate of 20% of the Public Shares without the Companys prior written consent. The Sponsor and the
Companys officers and directors have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an
amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Companys obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination
within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless the Company provides
the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the
Company fails to complete a Business Combination. The Company has within 24 months from the closing of the Initial Public Offering or January 10,
2024, or 27 months from the closing of the Initial Public Offering or April 10, 2024, if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Initial Public Offering (the
Completion Window) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
shareholders and the Companys board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.  F-8




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The Sponsor and the Companys officers and directors have agreed to waive its liquidation rights with
respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to
liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in
the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the
Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below
the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust
assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the
Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Companys independent registered public accounting firm), prospective target businesses or other entities with which the Company does
business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Note
2Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Emerging growth company The Company is an
emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.  F-9




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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to
comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)
are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of
the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the
potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not
have any cash equivalents as of December 31, 2021. Offering costs Offering costs consisted of underwriting, legal, accounting and other expenses incurred directly related to the Initial Public Offering. Upon completion of the
Initial Public Offering, offering costs will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant
liability will be charged to operations. Offering costs allocated to Class A ordinary shares will be charged to temporary equity and then accreted to ordinary shares subject to possible redemption upon the completion of the Initial Public
Offering. Income taxes The Company accounts
for income taxes under ASC 740, Income Taxes (ASC 740), which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a
tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 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 subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are
not levied on the Company. Consequently, income taxes are not reflected in the Companys financial statements. The Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months. 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.  F-10




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Fair value of financial instruments The fair value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and
Disclosures, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting standards Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements. Note 3Initial Public Offering The Company
consummated the initial public offering of 75,000,000 units at $10.00 per unit. Each unit consisted of one Class A ordinary share and one-third of one redeemable warrant (Public Warrant). Each whole Public Warrant entitled the holder to
purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). Note 4Private Placement The Sponsor purchased an aggregate of 11,733,333 private placement warrants at a price of $1.50 per private placement warrant, for an aggregate
purchase price of $17,600,000, from the Company in a private placement that closed simultaneously with the closing of the initial public offering. Each private placement warrant entitles the holder to puchase one Class A ordinary share at $11.50 per
share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the initial public offering held in the Trust Account. If the Company does not complete a Business
Combination within the Completion Window, 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 On November 3, 2021, the
Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 of the Companys Class B ordinary shares (the Founder Shares). On December 13, 2021, the
Company effected a share recapitalization with respect to the Founder Shares whereby the Company issued one and one-quarter Founder Shares in respect of each outstanding Founder Share, resulting in the Sponsor
owning 21,562,500 Founder Shares. The share recapitalization is disclosed as a retroactive adjustment. The Founder Shares included an aggregate of up to 2,812,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters
over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Companys issued and outstanding shares upon the completion of the initial public offering. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one
year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, provided such release shall
not occur earlier than 180 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share 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.  F-11




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Promissory NoteRelated Party On November 5, 2021, the Company issued the promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of
$300,000 (the Promissory Note). The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the completion of the Initial Public Offering. As
of December 31, 2021, there was $300,000 outstanding under the Promissory Note. On January 11, 2022, the amount outstanding under the Promissory Note was repaid in full. Due to Sponsor As of December 31, 2021, the
amount due to Sponsor was $14,537. The amounts were unpaid reimbursements of offering costs paid by the Sponsor on behalf of the Company. On January 11, 2022, the amount outstanding due to Sponsor was repaid in full. Administrative Services Agreement Commencing on
the effective date of the initial public offering, the Company will enter into an agreement pursuant to which it will pay an affiliate of the Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services.
Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company has agreed that it will indemnify the Sponsor from any claims arising out of or relating to this offering or the
Companys operations or conduct of the Companys business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Companys activities or any express or implied
association between the Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in the Trust Account. Related Party Loans In order to finance
transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working
Capital Loans). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business
Combination, without interest, or, at the lenders discretion, such loans may be converted upon completion of a Business Combination into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the
lender. Such warrants would be identical to the Private Placement Warrants. 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. There have been no borrowings under this arrangement to date. Note 6Commitments and Contingencies Registration Rights The holders of the Founder
Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon
conversion of Working Capital Loans 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 initial public offering
requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Companys initial Business Combination. The holders of these
securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.  F-12




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Risks and Uncertainties Management is continuing to evaluate the COVID-19 pandemic on the industry and has concluded that while it is
reasonably possible that the virus could have a negative effect on the Companys financial position, results of its operations, and/or search for a 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. Underwriting
Agreement The Company has granted the underwriters a 45-day option to purchase up to 11,250,000
additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters are
entitled to a deferred fee of $0.35 per Unit, or $26,250,000 in the aggregate (or $30,187,500 if the underwriters over- allotment is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the
Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Note
7Shareholders Equity Preference SharesThe Company is authorized to issue 1,000,000 preference shares with a par value
of $0.0001 per share. The Companys board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and
restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights
of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2021, there were no preference shares issued or outstanding. ClassA Ordinary SharesThe Company is authorized to issue 400,000,000 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 80,000,000 Founder Shares, with a par value of
$0.0001 per share. Holders of the Founder Shares are entitled to one vote for each share. At November 5, 2021, there were 17,250,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 2,812,500 shares were
subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Companys issued and outstanding ordinary shares after the
initial public offering. On December 13, 2021, the Company effected a share recapitalization with respect to the Founder Shares whereby the Company
issued one and one-quarter Founder Shares in respect of each outstanding Founder Share, resulting in the Sponsor owning 21,562,500 Founder Shares. The Founder Shares included an aggregate of up to 2,812,500 shares subject to forfeiture by the
Sponsor to the extent that the underwriters over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Companys issued and outstanding shares upon the completion of
the initial public offering. On February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares. Holders of the Founder Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the
Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of
continuation in a jurisdiction outside the Cayman Islands). On any other matter submitted to a vote of the shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Founder Shares and holders of
the Class A ordinary shares will vote together as a single class, except as required by law.  F-13




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The Founder Shares will automatically convert into Class A ordinary shares concurrently with or
immediately following the completion 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 connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of
Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or
equity- linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon
conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less. As of December 31, 2021, there were
no warrants outstanding. 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. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination, or earlier
upon redemption or liquidation. 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 warrants is then effective and a prospectus relating
thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the
Class A ordinary share issuable upon such 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 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 post-effective amendment to the registration statement of which this Form 10-K forms a part or a new registration statement for the registration, under
the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a
current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not
effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a
warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants
who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a
registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:  (1)
in whole and not in part;  (2)
at a price of $0.01 per Public Warrant;  (3)
upon not less than 30 days prior written notice of redemption to each warrant holder; and  F-14




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(4)
if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as
adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
three business days before the Company send to the notice of redemption to the warrant holders. If and when the warrants become
redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise
the Public Warrants to do so on a cashless basis, as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its
exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the
Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Companys assets held outside of the Trust Account with respect to such Public
Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the public warrants underlying the
Units being sold in the Initial Public Offering, except that (i) the Private Placement Warrants will not be redeemable by the Company, (ii) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of
the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (iii) the Private Placement Warrants will be exercisable on
a cashless basis, (iv) will use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value (as defined in the Warrant Agreement) and (v) the Private placement warrants and the Class A ordinary
shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Note 8Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 28, 2022, the date that the
financial statements were available to be issued. Based upon this review, all subsequent events have been adequately disclosed in the financial statements. The registration statement for the Companys Initial Public Offering was declared effective on January 5, 2022. On January 10, 2022, the
Company consummated its Initial Public Offering of 75,000,000 units (the Units). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the Class A ordinary shares), and one-third of one redeemable warrant of the Company (each whole warrant, a Warrant), with each Warrant entitling the holder thereof to purchase one Class A 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 $750,000,000. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 11,733,333 Private Placement at a price of $1.50 per Private Placement Warrant in a private placement to Sponsor generating gross proceeds of $17,600,000, which is
described in Note 4. Transaction costs amounted to $42,130,216, consisting of $15,000,000 of underwriting fees, $26,250,000 of deferred underwriting fees
and $880,216 of other offering costs. In addition, at January 10, 2022, cash of $2,600,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering expenses and for working capital purposes.  F-15




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Upon the closing of the Initial Public Offering and the Private Placement, $750,000,000 ($10.00 per Unit)
from the net proceeds of the sale of the Units in the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants was placed in a trust account (the Trust Account). 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 of 1940, as amended (the Investment Company Act), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and
(ii) the distribution of the funds in the Trust Account to the Companys shareholders, as described below. On January 11, 2022, the
Company repaid $300,000 under the promissory note and $14,537 under advance from the Sponsor. On February 19, 2022, the 2,812,500 Founder Shares
were forfeited because the underwriters did not exercise their over-allotment option, resulting in our Sponsor holding 18,750,000 Founder Shares. In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation
and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Companys financial condition, results of operations, and
cash flows is also not determinable as of the date of these financial statements.  F-16